End User License Agreement for XEOTEK Software

 

This End User License Agreement is distributed with the software product “KaDeck powered by XEOTEK” (“KaDeck” or “Software”) and/or displayed during installation. By installing, reproducing or otherwise using the Software, the User enters into this License Agreement with XEOTEK GmbH, Schillerstraße 30-40, 60313 Frankfurt am Main, Germany (“XEOTEK”). This License Agreement governs the User’s use of the XEOTEK Software, associated media and Internet-based services. The use of the Software without the conclusion of this License Agreement is an infringement of XEOTEK’s copyright.

  • 1 Scope of the Agreement

1.1       The Software is a comprehensive monitoring solution to manage Apache Kafka® data. Among its features are dynamic reporting capabilities and data analysis, validation and correction and data ingestion, whereas the results of these features may be not up-to-date, correct, complete and accurate, and the User shall interpret and use the results at his own risk.

1.2       XEOTEK provides the Software to the User by making it available for download on the Internet.

1.3       XEOTEK licenses and the User may acquire the Software in different Editions with different license models. When the Software is provided, the applicable license model and the amount of the license fee are determined. The amount of the license fee depends on the license model chosen by the User. This License Agreement regulates which rights of use the User acquires with the respective license model, and which general rights and obligations the User has.

1.4       In order to use the Software, the User must register with XEOTEK and from time to time connect to the Internet in order to verify the licensing of the Software.

1.5       Each Edition of the Software is configured as a named-user license model.

  • 2 Free License KaDeck Community Edition

2.1       With the free license for the KaDeck Communitiy Edition, the User receives the royalty-free, non-exclusive, non-transferable and non-sublicensable right to install and use the Software on one computer. The Software runs on the local instance and is not a cloud- or web-based service.

2.2       The features and use of the KaDeck Communitiy Edition may be limited.

2.3       XEOTEK shall not be liable for any defects of quality and title of the KaDeck Communitiy Edition unless XEOTEK maliciously concealed the defect.

2.4       If the User acquires the KaDeck Communitiy Edition, the following limitation of liability shall apply: In case of injury to life, limb or health XEOTEK is only liable for intent and gross negligence unless the injury was caused by a defect which XEOTEK maliciously concealed.

  • 3 Subscription License KaDeck Professional Edition

3.1       With the subscription license for the KaDeck Professional Edition, the User receives the time-limited, remunerated, non-exclusive, non-transferable and non-sublicensable right to install and use the Software on a maximum of two computers. The Software runs on the local instance and is not a cloud- or web-based service.

3.2       After the purchase of the KaDeck Professional Edition the User receives a license key which enables the activation of the Software on two computers. The license key is assigned to the User and may only be used for installation on two computers by the User.

3.3       After the use of the specific license key for two installations, the license key expires and cannot be used for additional installations.

3.4       If a company, a legal entity or a holder of special assets under public law purchases several subscription licenses for its employees, a separate license key is required for each employee. On request, the User shall inform XEOTEK which license key is allocated to a named user and specific Software installation.

3.5       When activating the Software with the license key, a device key is generated on the User´s computer to assign the license key to one specific user and computer.

3.6     The subscription license and the right to use the Software is limited to the term of one year from the purchase date. At the end of the term, the right of use shall be extended by the same term if the License Agreement is not terminated in writing by either party 14 days prior to the end of the current term. During the term, the ordinary termination of the License Agreement shall be excluded.

3.7     The license fee is due upon the purchase of the Software and at each extension of the term. The license fee is payed per annum in a one-time payment. The granting of the right of use is subject to the condition that the User pays the license fee in due time.

  • 4 Subscription License KaDeck Enterprise Edition

4.1       With the subscription license for the KaDeck Enterprise Edition, the User receives the time-limited, remunerated, non-exclusive, non-transferable and non-sublicensable right to install and use the Software as a cloud- and web-based service. The Software can be integrated into the User’s infrastructure, enabling multiple users to log-in and use the Software simultaneously. The Enterprise Edition consists of a basic package licensed at a fixed price, and enables a specific number of users to use the Software. Before downloading the Software, the specific number of users is indicated. For additional users, single user licenses can be purchased, if required.

4.2       The use of the KaDeck Enterprise Edition requires a XEOTEK user account. The User connects to the XEOTEK server via the log-in mask of the Software, and the User´s e-mail -address and self-generated password are transferred to the XEOTEK server. This connection of the user account to the Software results in a data comparison to ensure copy protection. The information of the user account and the log-in mask is stored exclusively on the XEOTEK server.

4.3     The subscription license and the right to use the Software is limited to the term of one year from the purchase date. At the end of the term, the right of use shall be extended by the same term if the License Agreement is not terminated in writing by either party 14 days prior to the end of the current term. During the term, the ordinary termination of the License Agreement shall be excluded.

4.4     The license fee is due upon the purchase of the Software and at each extension of the term. The license fee is payed per annum in a one-time payment. The granting of the right of use is subject to the condition that the User pays the license fee in due time.

  • 5 General Terms and Conditions

5.1       The registration of the Software, the license and the right of use are bound to the User and cannot be transferred or sublicensed to third parties without XEOTEK´s prior consent.

5.2     The User is not permitted to copy, rework, decompile, distribute and reproduce the Software. Additionally, the User may not transfer, sublicense, make publicly accessible, rent or otherwise enable third parties to use the Software.

5.3     The User’s right of use expires at the end of the term of the License Agreement in case of subscription license models and with all license models as soon as XEOTEK or the User terminates this License Agreement for good cause. The User then must cease all use of the Software immediately and completely and delete or destroy all copies. License fees already paid for will not be refunded.

  • 6 Updates and Upgrades

6.1       XEOTEK may, at its sole discretion, develop and provide to the User updates of the Software for the purpose of remedying defects and with improved features as well as upgrades with extended functions. The User only will have a claim against XEOTEK for the provision of updates and upgrades upon written agreement of the parties. When in use, the Software informs the User if updates or upgrades are available.

6.2       The User must install the updates and upgrades provided. The previous version of the Software will be overwritten by default.

6.3       If the User changes the Software settings in a manner enabling the new version of the Software to be stored on the computer simultaneously with the previous version, this could result in functional impairments and technical malfunctions of the Software. XEOTEK cannot be held liable for damages caused by unauthorized further use of the Software’s previous version.

6.4       The right to use the updates and upgrades is based on the license model and the User’s right to use the Software. The User only will be entitled to use an update or upgrade if he has the right to use the Software. An update or upgrade does not give the User any additional or extended rights of use to the licensed Software.

6.3       If XEOTEK provides the User with an update to ensure the contractual use of the Software or to remove a defect, the User shall install the update to continue the use of the Software in accordance with the License Agreement. XEOTEK is not responsible for defects and damages caused by the User not having installed the update.

  • 7 Breach of Copyright

If the User violates this License Agreement, uses the Software without the required rights of use or otherwise violates XEOTEK´s intellectual property rights, the right of use granted in this License Agreement shall immediately become invalid and XEOTEK may terminate this License Agreement without notice. The User will then have to cease all use of the Software immediately and completely and delete or destroy all copies. XEOTEK´s other rights, claims and measures against the User remain reserved.

  • 8 Warranties

8.1       This section applies to the KaDeck Professional Edition and KaDeck Enterprise Edition only and not to the KaDeck Communitiy Edition.

8.2       XEOTEK provides the Software to the User free of defects of quality and title.

8.3       XEOTEK is not obliged to remedy defects of quality or title caused by (1) the use of the Software contrary to the provisions of this License Agreement, (2) the use of the Software in systems or with hardware and software that are unsuitable for this purpose, or (3) the use of the Software by the User, unless the User can prove that the defect was not caused by him.

8.4       If the User is held liable by a third party because the contractual use of the Software infringes the property rights of the third party, the User is obliged to inform XEOTEK immediately, assign the defense against these claims to XEOTEK and support XEOTEK in defense against the claims.

8.5       The User’s claims for material defects and defects of title shall expire after 24 months if the User is a consumer, otherwise after 12 months.

  • 9 Limitation of Liability

9.1       This section is applicable to the KaDeck Professional Edition and KaDeck Enterprise Edition only.

9.2       XEOTEK is liable without limitation for intent and gross negligence, for injury to life, limb or health, in accordance with the provisions of the Product Liability Act or in case of an assumed guarantee.

9.3       XEOTEK´s liability for slightly negligent breaches of primary obligations is limited to direct damages, which are typical for this License Agreement and were foreseeable at its execution. Primary obligations are such essential duties on the part of XEOTEK necessary for the fulfillment of this License Agreement, i.e., which are prerequisites for the execution of this License Agreement and on which the User may rely. In case of slight negligence, XEOTEK is not liable for lost profit on the part of the User.

9.4       Otherwise XEOTEK´s liability is excluded.

9.5       This limitation of liability also applies to the personal liability of XEOTEK´s employees, representatives and organs.

  • 10 Data Protection

XEOTEK complies with the applicable legal provisions when processing personal data. Information on data protection and XEOTEK´s data protection declaration is available on the Internet at: https://www.xeotek.com/privacy-policy/.

  • 11 General Terms

11.1     Changes in performance as well as collateral agreements, amendments and supplements to this License Agreement must be made in writing and must be identified as such.

11.2     If any provision of this License Agreement is held to be invalid, unenforceable, or incomplete, the remainder of this License Agreement shall continue in full force and effect. The invalid or unenforceable provision or the filling of the gap shall be replaced by the statutory provisions.

11.4     If the User is a company, a legal entity under public law or a holder of special assets under public law, Frankfurt am Main shall be the exclusive place of jurisdiction. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

 

State: October, 2019