Touratech QV Licence Agreements:
Preliminary remark:
The information in this documentation is published regardless of any patent protection. Trade names are used with no guarantee that they can be used freely.
The following contractual conditions describe a legal contract (hereinafter referred to as the "Contract") between the end user (a natural or legal entity) and Toutatech AG based at 78078 Niedereschach, Germany (hereinafter referred to as "Touratech"). The provisions refer to our navigation software range with the products "Touratech QV Light", "Touratech QV", "Touratech QV Power User" or "Touratech QV Professio-nal" (hereinafter referred to as "TT QV Light", "TT QV", "TT QV Power User" or "TT QV Pro") including the Roadbook editor (hereinafter referred to as "TT QV RB"). Basically the differences in the licence costs between these program versions reflect a different range of functions. Remote monitoring of objects (remote and multitracking) is restricted to "TT QV Power User" or "TT QV Pro" where this functionality cannot be used as a commercial application with "TT QV Power User". In the comercial environment this functionality is reserved for the "TT QV Pro" version. Here the licence fees are graded depending on the number of objects monitored. These can be combined as you like by extending the licence correspondingly. A commercial background as defined in this context means that the use of our software is linked directly or indirectly with generating sales or cost savings.
In the same way these provisions also apply to sales or contractual partners who sell or resell our software or software versions with special functions derived from it to third parties. Regulations arising in this context from special functionalities or the passing on of use rights to third parties are dealt with separately under clause 11.
These contractual conditions not only refer to all the software products listed above but also include the following:
(i) all software updates or upgrades that you may buy for it or that you receive from time to time as part of a subscription service or another support agreement.
(ii) all additional TT QV software applications that you may order and install from time to time.
If you do not possess a TT QV version licence this software may not be loaded onto a computer or copied. Here the type of software version defines the type of licence and the range of functions that can be used. Excluded from this is our free downloadable demo version that is installed for a period of 25 days and can be tested with the full range of functions.
It is advisable to read the contractual conditions carefully before you install and use the software. By installing this software you confirm that you accept these contractual conditions. If you do not accept these conditions please return the whole software package with licence data and documentation immediately. If the software package is returned with unbroken software label, Touratech can offer a refund of the purchase price. The same applies if the software is returned with a plausible reason and a statutory declaration confirming that you have destroyed your licence data, did not make any copies and have uninstalled the software from your PC(s). In no way you can claim any right to refund.
This is a licence contract and not a sales contract.
1. Granting the licence
Touratech grants you a single, non-transferable licence for using the software and the printed and/ or electronic user documentation (the "Documentation") supplied with this in accordance with this contract. If you have paid the licence fee for a single user licence in accordance with this contract you may install a copy of the software on a desk top and a laptop computer provided that the software is only used on one computer at a time. An exception to this is planning a route on both a fixed and laptop PC to prepare journeys and to download tracklog data with a laptop from vehicles or other monitored objects. If you have paid the licence fees for multiple software licences then you may use as many copies of the software as you have licences for at any time. The software is "used" on a computer when it is loaded into the tempo-rary memory (RAM) or installed in the permanent memory (e.g. onto a hard disc, a CD ROM or another storage medium) on this computer. If the possible number of users of the software exceeds the number of licences you have bought, then you must ensure appropriately that the number of computers on which the software is installed at the same time is not greater than the number of licences you have bought. This ruling includes special modules that have been developed to the customer's specifications for specific tasks.
The number and locations of all copies of the software in a company must be recor-ded, regularly updated and monitored. On request Touratech AG has the right to see copies of these documents.
In the case of a server application the number of clients to be used must be the same as the number of corresponding program licences required.
Touratech reserves the right to integrate a software security mechanism into the soft-ware in order to monitor the use of the software and check that the licence conditions are being observed. This applies both to local installations and to client server applications. In this context Touratech reserves the right to use a hardware blocking device, software for licence management and/or a licence authorisation key to control access to the software. You may not take any action to get round the purpose of these mechanisms or to put them out of action.
2. Reservation of proprietary rights
Touratech remains the owner of all copyright, trademark, business secrets and other proprietary rights for the software and documentation. The software and the docu-mentation are protected by copyright just like all Touratech products. You will only have such rights as are particularly specified in this contract. You may copy the software in machine readable form and in accordance with the restrictions in Clause 1 for backup purposes. You may, however, not remove any instructions or disclaimers regarding copyright or any other proprietary rights for the software or documentation and you must reproduce these instructions or disclaimers of liability on all copies of the software that have been made in accordance with this contract. Unauthorised copying and use of the software on other computers and passing the software or the licence code on to a third party is illegal and will be pursued under criminal law.
3. Other restrictions of use
This contract includes your licence certificate that allows you to take advantage of the rights granted in this document. This certificate must be kept safely.
The licence conditions relate to the software as a whole. Parts of the software may not be used separately and also it may only be used for your normal business pur-poses. You may also not grant access to the software or its use to third parties. The software or the licence granted by this contract may not be leased or lent (this also applies to any application service provider (ASP) or timeshare agreement). Clause 1 deals with special regulations for transferring use rights.
You are not authorised to modify the software. Analysing, decoding, decompiling or back developing the software source codes is forbidden under all circumstances.
4. Support and services
Touratech AG offers all licensees a free, usable web presence with Internet download and support forum. With this you have the right to download the latest software updates at any time of the day or night. Also all software updates within a main release range are free. Software that is supplied as an upgrade or an update to an earlier licensed version replaces the previous version. No additional licence is granted. The number of installed updates may not exceed the number of original licences.
Support queries are dealt with by the support forum. Touratech will make every effort to answer such queries quickly and competently. There is no right for the service to be provided within a specific period.
Further services can be obtained from Touratech AG on payment of a fee. These must be negotiated individually and must be in writing.
5. Term
Touratech AG may cancel this licence agreement for one of the following reasons:
(i) Without notice should the conditions set out in Clauses 1 – 4, 6, 11 and 12 be infringed.
(ii) Should one of the other provisions of this contract not be observed if the infringement is not remedied within 14 days of notification.
If the licence is cancelled all copies of the software including the licence code and associated documentation must be returned or destroyed immediately. In this case you are obliged to uninstall the software. The provisions of Clauses 2, 3, 6, 7, 9, 11 and 12 of this contract remain in force even after this contract is cancelled.
Cancellation must be in writing. The licence granted under this contract remains in force for as long as the conditions in this Clause are met and are not cancelled.
6. Responsibility when using the software
You are responsible for monitoring, adminstering and using the software in your com-pany and are also obliged to control this in your sphere of influence. In particular it is your responsibility to ensure that
(1) The software is suitable for the intended use.
(2) The software is used in accordance with these licence conditions.
(3) The necessary accuracy for your application in connection with the hardware components used can also be achieved.
(4) Suitable measures will be taken to prevent data losses in system crashes.
(5) The software is not used for ethically reprehensible purposes. This includes in particular military use if this cannot clearly be classified as peacekeeping measures or humanitarian purposes and all forms of human trade or transportation.
The software is a tool that is designed exclusively for use by trained personnel. It should not be used under any circumstances as a replacement for a professional assessment by appropriately trained personnel. In navigation applications we cannot guarantee for the accuracy of maps, GPS positions or coordinate and route calcula-tions. You navigate only under your own responsibility!
You bear sole responsibility for any results obtained from using the software.
7. Lemited warranty, exceptions and liability disclaimers
7 a Lemited warranty
Touratech guarantees that the software is free from material errors and will work essentially as stated in the documentation. Touratech also guarantees that all ser-vices that the company provides from time to time will be carried out professionnally and according to the rules of reasonable business practice. Touratech does not guarantee that the software corresponds with your requirements or that the use of the software is free from interruptions or errors in all areas of use. With services that are performed on customer's order our wuarranty is limited to that range of functions that has been agreed previously in writing.
Touratech AG's sole obligation and your only claim under the provisions of this guarantee are to repair or replace the defective medium or the defective software if it has been used properly or to put the service right accordingly. Should these efforts not be successful Touratech AG is obliged
(i) to refund the price that you paid for the software or the service or
(ii) if prescribed in law, to offer another solution.
7 b Exceptions
Touratech's limited warranty is null and void if a warranty claim arises from one of the following points:
(i) Accidents, damage, misuse or negligent handling of the software.
(ii) Actions or omissions that cannot be attributed to Touratech.
(iii) Combining the software with products, materials or software not offered by Touratech or which are not intended for use with the software.
(iv) A failure on your part to incorporate and use all the updates to the software that Touratech provides.
7 c Wuarranty limitations
The explicit wuarranty described in this Clause 7 is the only warranty that Touratech gives relating to the software and documentation hereby transferred and any services provided. Touratech disclaims any further warranty, explicit or implicit or derived from commercial usage. In connection with the warranty described in this Clause 7 all claims arising from the warranty must be registered within 2 years of their occur-rence.
7 d Restrictions to and exclusions from liability
You acknowledge that the price that is paid for the licence rights may be out of all proportion to the value of the products or services that may be provided in connection with the software. In recognition of this fact you therefore declare yourself in agreement with the fact that liability on Touratech AG's part shall be restricted to the amount paid for the use licence. The same applies to software modifications carried out for the customer. Under no circumstances will Touratech AG assume liability for indirect, accidental, punitive or consequential damage (including damage arising from unusability, data loss, loss of income, loss of goodwill or loss or orders) that may arise from or in connection with the use or the inability to use the software or documenttation supplied. This also applies if Touratech AG has previously been informed of the possibility of such damage. The same applies to software modifications carried out for the customer or services provided.
8. European software directive
We would like to point out that the provisions of the European Parliament Directive of 14th May 1991 on the legal protection of computer programs (the Software Directive) may apply to your use of the software. All users are responsible for observing these provisions. The same applies to reselling our software.
9. General conditions
We would like to point out that exporting the software including documentation may be subject to corresponding export control laws. If our software products are not exported by Touratech AG you declare that you agree that you are solely responsible for observing the corresponding legal regulations.
Should a part of this licence agreement be legally unworkable for whatever reason, all other provisions of this contract remain in force without any limitations or as far as this is possible.
Additional provisions must be in writing and are only valid insofar as they do not contradict this licence agreement or if a different ruling has been made explicitly.
10. Switch off function
You declare that you agree that the software contains an automatic switch off function that makes the software unusable when it is activated. This switch off function will be activated 25 days after the software has been installed unless a release code that deactivates the switch off function is entered. You obtain your release code automatically with your software licence and are bound to keep this carefully. Replacement licence papers can only be obtained on payment of a fee.
11. Transferring use rights to a third party
It is basically only possible to transfer use rights to a third party if software licences can be sold by the corresponding sales or contractual partners to their end custommers. If there is no separate written regulation for this the sales prices should be based on our licence fees. The licence conditions of this licence agreement are also binding for use rights transferred. Software licences that are sold by particular sales or contractual partners must be managed by Touratech. Here Touratech is bound to keep the data secret (the relevant data protection provisions apply). At the explicit wish of a sales or contractual partner public relations with the end customer may be organised exclusively under their own responsibility.
12. Map material
Map material is subject exclusively to the licence conditions of the respective map publisher. Even if the map material is part of the delivery schedule of the relevant TT QV version the map publisher's corresponding licence conditions are binding and must be observed. This applies in particular to NAVTEQ map material that is subject to the copyright conditions of NAVTEZ Europe B.V.
The corresponding map publisher's licence conditions apply to all maps that have been obtained from TT QV as an optional extra. Under licensing law these must be regarded as separate from the use conditions of this licence agreement.
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