§ 1 General
- This End User Licence Agreement is between you (hereinafter referred to as "Licensee") and Bayer CropScience Deutschland GmbH, Alfred-Nobel-Straße 50, 40789 Monheim am Rhein, Germany (hereinafter referred to as "BCSD").
- The agreement concluded between the Licensee and BCSD in connection with the conclusion of this End User Licence Agreement is set out in this End User Licence Agreement and the order confirmation sent in writing or in text form.
§ 2 Object of the contract
- This end user licence agreement applies to the software described above, including all subsequent updates, upgrades and associated documentation.
- BCSD provides the Licensee with the Software for a limited period of use in accordance with the provisions of this End User Licence Agreement.
- The licence holder receives the user documentation (operating instructions) as an electronic version online (available at: www.support.magicscout.app). BCSD is not obliged to provide a printed version of the user documentation (operating instructions).
§ 3 Duration of the contract
- This End User Licence Agreement has a term of 12 months from the date of the online conclusion of this End User Licence Agreement.
- This End User Licence Agreement shall be automatically extended by a further 12 months in each case, provided that it is not terminated by either party in writing or in text form (in particular: email) with a notice period of 14 days to the end of the current contractual period. If the Licensee exercises the right of cancellation, it should declare the cancellation using the Stripe portal, which is integrated in the online shop; a corresponding simple form for cancellation by the Licensee is offered there. If the cancellation via the Stripe portal does not work, the Licensee can also declare the cancellation by email to: email@example.com.
- If the End User Licence Agreement is terminated in accordance with § 3 No. 2, the Licensee's right to use the Software shall expire.
- The right to terminate the contract without notice for good cause remains unaffected.
§ 4 Contractual content
- The conclusion of this End User Licence Agreement is only possible if the Licensee provides an email address during the order process in the online shop; this email address must be the same as the one used for logging into the App and also for logging into the Stripe Portal. The Licensee is obliged to download the App before concluding this End User Licence Agreement; otherwise the activation of the Software for use by the Licensee will not work. After the conclusion of this End User Licence Agreement, the Licensee shall obtain access to the Software by having the Software activated for use in the Licensee's App by BCSD or a third party commissioned by BCSD.
- The licence holder is responsible for creating and maintaining the technical requirements to be able to use the software.
- The licencee has no claim to the release of the source code for the software.
- The licence holder is not entitled to sell, rent or lend the software. It is intended exclusively for use by the licence holder.
- Any other use is excluded.
- Any breach of this End User Licence Agreement by the Licensee shall automatically result in the expiry of the right of use.
§ 5 Changes and updates
- BCSD is authorised, but not obliged, to provide updates to the software at its own discretion.
- BCSD is not obliged to provide updates of the software to licence holders who have not downloaded the app, are using an outdated version of the app, have deleted the app or are in arrears with the payment of their licence fee.
- A single licence for the software is linked to a user account, i.e. a specified email address. The licence holder must therefore provide such an email address. This must be the same email address that the Licensee also uses to log into the App and to log into the Stripe Portal. The licence holder is solely responsible for creating and complying with this requirement. The use of the software only works via such a user account. There is no linking of an individual licence to a specific user device (smartphone).
- If more than one user account is set up or maintained, at least a corresponding number of individual licences for the software is required.
- The Licensee may change a registered user account, but must ensure that a user account is registered at all times during the term of this End User Licence Agreement in order to be able to use the Software. The licence holder is responsible for this. The licence holder is therefore obliged to notify such a change immediately by email to: firstname.lastname@example.org so that such a change can be carried out.
- The Licensee may purchase additional licences for the Software at any time during the term of this End User Licence Agreement via the BCSD online shop.
- Even if the Licensee acquires licence packages other than a single licence, it remains the case - irrespective of the scope of the respective licence package selected by the Licensee - that the Licensee can only use his licence package via his respective specified user account.
§ 7 Copyright
- The software provided by BCSD and all associated documentation are protected by copyright. All rights to the software and other documents provided in the context of the initiation and execution of the contract shall be the exclusive property of BCSD in the relationship between the contracting parties.
- The software is licensed and not sold.
§ 8 Rights of use.
- The licence holder is entitled to use the software under a specific and deposited user account, as described above, from the time of corresponding activation.
- The licensee is not authorised to modify, decompile, disassemble (or attempt to determine the source code of the software), decrypt, extract or otherwise change the software in any way. The software or parts thereof, including the associated documentation, may not be used as the basis for derivative works.
- The software may not be passed on to third parties unless BCSD expressly agrees to this in writing.
- The operating instructions and the documents enclosed with the software, whether in electronic or written form, may only be copied for the internal purposes of the licence holder. The production of further copies is prohibited.
§ 9 Obligations of the Licensee
- The Licensee shall take reasonable precautions to ensure that the Software works properly (in particular by using a functioning smartphone). He shall check the software for its usability for the purpose intended by him before using it operationally.
- The Licensee shall take appropriate measures to protect the Software and its associated user account from unauthorised access by third parties.
§ 10 Remuneration, terms of payment and offsetting
- BCSD shall provide the Software to the Licensee against payment of initial or renewal licence fees and all other fees as specified in the order process in BCSD's online shop.
- All amounts are net amounts, plus statutory VAT. Payments are due immediately upon conclusion of this end user licence agreement or, in the event of renewal, at the start of a new renewal period.
- The licensee's payments can only be made using the payment options provided by BCSD in the online shop. Payment through any other means is not possible.
- Upon the extension of this usage agreement in accordance with § 3 No. 2, the payment method stored in the licensee's user account will be used to settle the license fees incurred for the extension period. If such a payment method is not stored in the user account or has been deleted, the licensee will be in default of payment. BCSD is then entitled to revoke the usage rights to the software with immediate effect (see § 8 No. 4). By paying the outstanding amount, the licensee can then request reactivation of the software from BCSD.
- Until the complete payment of the claims arising from this contractual relationship with BCSD, the licensee is not entitled to the granting or extension of a usage right to the software from BCSD.
- Upon the extension of the usage right to the software, the licensee will receive an invoice for the applicable license fees. BCSD has the option to issue the invoice either via email to the licensee's user account and/or make it available for retrieval through the Stripe portal integrated into the online shop's ordering process.
- The licensee can only offset undisputed or legally established claims. The right of retention is only applicable to undisputed or legally established counterclaims arising from the respective contractual relationship.
- BCSD reserves the right to adjust the license fees during the term of this agreement, especially at the beginning of a renewal period. BCSD will inform the licensee in writing or in text form with reasonable notice about any such adjustments. In this case, the licensee has a special termination right with a notice period of 14 days if they do not agree to the adjustment of the license fees. If the licensee does not exercise their special termination right, it will be considered as their agreement to the adjustment of the license fees.
§ 11 Warranty
- BCSD guarantees, for a period of 12 months from the activation of the software, that the software, in terms of its functionality, substantially complies with the program description in the accompanying documentation available at www.support.magicscout.app, provided that the software is used as intended. Representations in test programs, software, and project descriptions, unless expressly designated as such, do not constitute quality guarantees.
- If the licensee is provided with the software for free for a limited period, BCSD does not provide any warranty for it.
- The licensee is aware of the software and its performance. The software has been developed with the application of scientific diligence and recognized engineering practices, particularly adhering to accepted programming standards.
- For questions regarding the use of the software, BCSD or third parties commissioned by BCSD will provide assistance. This support is accessible at: www.support.magicscout.app.
- BCSD does not guarantee that the use of the software does not infringe on the rights of third parties or cause harm to third parties. This does not apply in cases where BCSD is aware of conflicting rights or damages to third parties, either known due to gross negligence or intentionally concealed by BCSD. At the commencement of the contract, BCSD is not aware of any such rights or damages to third parties.
- BCSD emphasizes that it is not possible to provide the software in a way that is entirely free of errors for all users and under all conditions of use. BCSD ensures that the software is usable for its intended purpose and in accordance with the documentation issued by BCSD at the time of providing it to the licensee, containing the promised features. Minor deviations from the agreed-upon functions do not constitute grounds for warranty claims.
- BCSD does not guarantee that the software meets the specific requirements of the licensee or user or that the functions contained therein will operate continuously and error-free in a combination selected by the licensee. The licensee bears sole responsibility for the selection, installation, and use of the software, as well as for the intended results thereof.
- BCSD is liable for the proper provision of the software through activation and documentation for download.
- BCSD does not guarantee that the software will collaborate with other software existing or installed at the licensee's or user's premises.
§ 12 Liability
- Unless legally mandated otherwise, BCSD is not liable for any consequential damages of any kind that do not arise directly from the software itself, nor for lost profits or other financial losses resulting from the use or inability to use the software, or related thereto. This limitation of liability applies even if remedial measures fail to achieve their essential purpose.
- BCSD is only liable for damages caused by grossly negligent or intentional behavior, or due to culpable violation of essential obligations under this contract by BCSD.
- To the extent that liability is not excluded, the licensee is entitled to claims for defects only if reported defects are reproducible or otherwise demonstrable by the licensee.
- BCSD is not liable for damages arising from errors, defects, or improper installation, or for damages of any kind resulting from the licensee's failure to install updates.
- The liability for damages resulting from the violation of life, body, or health, and under the Product Liability Act, remains unaffected by the above limitations and exclusions of liability.
§ 13 Data protection
- The personal data of the licensee required for the execution of this end-user license agreement will be processed to the extent necessary for contract fulfillment, based on the applicable data protection regulations.
§ 14 Confidentiality
Both parties may be granted access to confidential information of the other party to fulfill their contractual obligations. Confidential information does not include information that:
(a) is publicly known at the time of contract formation or becomes public knowledge after contract formation and this is not due to an unlawful act or omission on the part of the receiving party;
(b) was already in the lawful possession of the other party before disclosure;
(c) was lawfully communicated to the receiving party by a third party without restrictions on disclosure;
(d) was independently developed by the receiving party, and this independent development can be documented in writing; or
(e) must be disclosed by law, pursuant to an order of a competent court, or a regulatory or administrative authority.
- The parties treat each other's confidential information confidentially and do not disclose the confidential information to any third party except based on legal requirements. They also do not use the confidential information for purposes other than the execution of this contract. The parties ensure, through appropriate measures, that the confidential information accessible to them is not disclosed or disseminated by their employees or representatives in violation of the terms of this agreement.
- The parties are not responsible for loss, destruction, alteration, or disclosure of confidential information caused by third parties.
§ 15 Fulfillment Location and Jurisdiction
- The place of performance for BCSD's services is Monheim am Rhein.
- The place of jurisdiction for all disputes arising out of or in connection with this contract is Düsseldorf.
§ 16 Applicable Law
Claims arising from or in connection with this end-user license agreement, or in relation to contract performance, shall be governed exclusively by the law of the Federal Republic of Germany, excluding German conflict of law rules.
§ 17 Other
- A waiver of a right under this contract is only effective in written form and applies only to the party to which the waiver was given and only for the circumstances underlying this waiver. Unless expressly agreed otherwise, the rights arising from this contract are cumulative and do not exclude statutory rights.
- Neither BCSD nor the licensee may assign or otherwise transfer this contract and the resulting rights and obligations to third parties, or intend to do so under this contract, without obtaining the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding contrary provisions, both parties have the right to assign this contract, upon written notice to the other party, to one of their affiliated companies or to a company resulting from a merger, acquisition, restructuring, or other business reorganization of the respective party. Furthermore, BCSD may subcontract its obligations under this contract to a third party, provided that BCSD remains responsible for the performance of the services under this contract. Assignments, subcontracting, or other transfers in violation of this provision are void.
- This contract does not create or establish a simple partnership between the parties, nor does it authorize one party to act as an agent for the other. Furthermore, the parties are not authorized to act on behalf of or in the name of the other party or to otherwise obligate the other party (including making representations or warranties, assuming obligations or liabilities, and exercising other rights or powers).
- BCSD is not liable to the licensee under this contract if it is prevented from fulfilling its contractual obligations or fulfills them with delay, or if it is impeded in the conduct of business due to actions, events, omissions, or accidents beyond the reasonable control of BCSD. This includes, but is not limited to, strikes, lockouts, or other labor disputes (whether involving the workforce of BCSD or third parties), failure of public utilities or transportation or telecommunication networks, natural disasters, war, riots, civil commotions, willful damage, fire, flood, or storm, or comparable events. BCSD informs the licensee about such events and their expected duration.
§ 18 Severability Clause
- Changes and additions to this contract require written form to be effective. The contracting parties also meet this requirement by sending documents in text form, especially by fax or email, unless something different is specified for individual statements.
- If individual provisions of this contract are or become invalid, the validity of the contract as a whole shall not be affected thereby. Instead of the ineffective provision, a substitute provision shall come into force that achieves the intended purpose as closely as possible. This also applies in the case of a loophole in the contract.