(1) The subject matter of this software license agreement (“Agreement”) is the granting of rights of use and exploitation to the subject matter of the license described in paragraph by ALL-ABOUT GmbH (“Licensor”) to the respective Licensee.

(2) The subject of this license agreement is software for creating functions on websites operated with WordPress. By means of this function, a video sequence can be divided into different frames. As soon as the user scrolls over the website, the individual frames are then played back one after the other, so that, unlike with classic scrolling, the website does not move up or down, but the video file divided into individual frames is played back.

(3) Installation and configuration services are not the subject of this contract, but may be agreed separately between the parties.

(1) The Licensor hereby grants the Licensee the temporally limited but geographically unrestricted, simple, non-transferable right to use the subject matter of the License in accordance with this Agreement.

(2) The Licensee is exclusively entitled to use the subject of the License for his own purposes and also only for operating a single website. In particular, he is prohibited from using the subject of the license to provide services of any kind to third parties or to grant third parties the use of the subject of the license.

(3) The Licensor shall remain entitled to continue to use the subject of the License for its own purposes.

(4) The right to edit the License Object is limited to maintaining or restoring the agreed functionality of the License Object. In particular, the Licensee is prohibited from making any changes to the system or programming of the subject of the License.

(5) Upon request and to the extent that there is a legitimate interest in doing so, Licensee shall permit Licensor or a third party commissioned by Licensor to examine whether the use of the License Object is within the scope of the rights granted herein; Licensee shall support Licensor in conducting such examination to the best of its ability.

(1) The Licensor shall provide the Licensee with the download of the subject of the License.

(2) After payment of the license fee within the meaning of Section 4, the Licensor shall activate the subject matter of the License and ensure its usability, in particular by developing and providing the necessary updates.

(3) The Licensor shall make available to the Licensee within the contractual period the updates developed by the Licensor with respect to the subject matter of the License.

(1) The license fee for the granting of the rights granted herein is 59,00 EUR/year and is payable in advance.

(2) The term of the contract is one year. It shall be automatically extended by a further year if the contractual relationship is not terminated in writing by one of the contracting parties beforehand with a notice period of 3 months to the end of the term. The electronic form is excluded.

(3) The Licensor will invoice the license fee. Invoices shall be paid without deduction within 14 days of the invoice date. Upon expiration of 14 days, the Licensee shall be in default.

(4) Subject to an expressly deviating regulation, the stated amount is understood to be a net amount, i.e. plus the statutory value added tax. The Licensor shall show the tax rate and the amount of the sales tax separately on the invoice.

(1) The Software provided by the Licensor essentially corresponds to the product description. Claims for defects shall not exist in the event of an insignificant deviation from the agreed or assumed quality and in the event of only insignificant impairment of the usability. Product descriptions shall not be deemed a warranty without a separate written agreement. In the case of update, upgrade and new version deliveries, the claims for defects shall be limited to the innovations of the update, upgrade or new version delivery compared to the previous version status.

(2) If the Licensee demands subsequent performance due to a defect, the Licensor shall have the right to choose between rectification of the defect, replacement delivery or replacement performance. If the Licensee has set the Licensor a further reasonable period of grace after the first period has expired without result and this period of grace has also expired without result, or if a reasonable number of attempts to remedy the defect, make a replacement delivery or provide a replacement service have been unsuccessful, the Licensee may, subject to the statutory requirements, choose to withdraw from the contract or reduce the price and demand compensation for damages or expenses. Subsequent performance may also be effected by providing a new program version or a work-around. If the defect does not impair the functionality or does so only insignificantly, the Licensor shall be entitled to remedy the defect by supplying a new version or an update within the scope of its version, update and upgrade planning, to the exclusion of any further claims for defects.

(3) Defects shall be notified in writing by a comprehensible description of the error symptoms, as far as possible proven by written records, hard copies or other documents illustrating the defects. The notice of defects shall enable the reproduction of the defect. Statutory obligations of the Licensee to examine and give notice of defects shall remain unaffected.

(4) The limitation period for defect claims is 12 months. The period shall begin with the first online provision of the functions made available by the subject of the License. In the case of the delivery of updates, upgrades and new versions, the period for these parts shall commence upon delivery in each case.

(5) Claims for damages are subject to the restrictions of § 7.

(6) If the defect is based on the defectiveness of a supplier’s product and if the supplier does not act as a vicarious agent of the Licensor, but the Licensor merely passes on a third-party product to the Licensee, the Licensee’s claims for defects shall initially be limited to the assignment of the Licensor’s claims for defects against its supplier. This shall not apply if the defect is due to improper handling of the supplier’s product for which the Licensee is responsible. If the Licensee is unable to assert its claims for defects against the supplier out of court, the Licensor’s subsidiary liability for defects shall remain unaffected.

(7) The Licensor shall not be liable for defects caused by improper operation and operating conditions or the use of unsuitable operating equipment by the Licensee.

(8) The Licensor may refuse subsequent performance until the Licensee has paid the Licensor the agreed remuneration, less a portion corresponding to the economic significance of the defect.

(1) The Software provided by the Licensor shall be free of any third party rights that prevent use in accordance with the contract.

(2) If third parties are entitled to such rights and assert them, the Licensor shall endeavor to defend the Software against the asserted rights of third parties at its own expense. The Licensee shall immediately notify the Licensor in writing of the assertion of such third party rights and grant the Licensor all powers of attorney and authority required to defend the Software against the asserted third party rights.

(3) To the extent that defects in title exist, Licensor may, at its option,

(I) to take lawful measures to eliminate the rights of third parties which impair the contractual use of the Software; or
(II) to eliminate their assertion, or
(III) to modify or replace the Software in such a way that it no longer infringes third-party rights, if and to the extent that the functionality of the Software owed is not significantly impaired thereby.

(4) If the indemnification pursuant to para. 3 fails within a reasonable grace period set by the Licensee, the Licensee may, at its option and subject to the statutory requirements, rescind the contract or reduce the purchase price and claim damages.

(5) In all other respects, Section 5 (4), (5) and (8) shall apply mutatis mutandis.

(1) The Licensor shall be liable under this Agreement only in accordance with the following provisions in (a) to (e):

(a) Licensor shall have unlimited liability for damages caused intentionally or by gross negligence by Licensor, its legal representatives, officers or agents Licensor shall have unlimited liability for damages caused intentionally or by gross negligence by Licensor, its legal representatives or agents for injury to life, body or health.

(b) The liability of the Licensor for damages resulting from injury to life, body or health due to a negligent breach of duty by the Licensor or an intentional or negligent breach of duty by a legal representative or vicarious agent of the Licensor shall remain unaffected.

(c) The Licensor shall be liable for damages due to the lack of warranted characteristics up to the amount which was covered by the purpose of the warranty and which was recognizable for the Licensor at the time the warranty was given.

(d) The Licensor shall be liable for damages resulting from the breach of cardinal obligations by the Licensor, its legal representatives or vicarious agents; cardinal obligations are those essential obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the Licensee may rely. If the Licensor has breached these cardinal obligations due to slight negligence, its liability shall be limited to the amount that was foreseeable for the Licensor at the time of the respective performance:

(2) The Licensor shall be liable for the loss of data only up to the amount that would have been incurred to restore the data if it had been properly and regularly backed up.

(3) Any further liability of the Licensor is excluded on the merits.

(1) The parties agree to maintain confidentiality about confidential information. This obligation shall continue for a period of 5 years after termination of the contract.

(2) Excluded from this obligation is such confidential information,

(I) which was demonstrably already known to the Recipient at the time of conclusion of the Agreement or subsequently becomes known to the Recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders

(II) which are public knowledge at the time of conclusion of the contract or are made public thereafter, insofar as this is not based on a violation of this contract

(III) which are required to be disclosed by law or by order of a court or governmental authority. To the extent permissible and possible, the Recipient required to disclose shall give the other Party advance notice and an opportunity to oppose such disclosure.

(3) The parties will provide access to confidential information only to those consultants who are subject to professional confidentiality or who have previously been subject to obligations equivalent to the confidentiality obligations of this Agreement. Furthermore, the parties shall disclose the Confidential Information only to those employees who need to know it for the performance of this Agreement and shall also oblige such employees to maintain confidentiality to the extent permitted by employment law for the period after their departure.

(1) If the Licensee violates its obligation to cease and desist under § 2 (4) or its obligation under § 8 of this Agreement, it shall forfeit a contractual penalty.

(2) The contractual penalty shall be between 50,00 EUR  and 1,000,000.00 EUR . The specific penalty amount shall be determined by the Licensor at its reasonable discretion. In particular, the following shall be taken into account

(I) severity and extent of the breach of duty committed
(II) any fault on the part of the Licensee and the extent of such fault
(III) the risks associated with the breach of duty for the licensor, in particular those of an economic nature
(IV) the nature and size of the Licensee’s business.

(3) The right of the Licensor to claim further damages remains unaffected.

(1) If the Licensee violates its obligation to cease and desist under Section 2 (2) and (4) of this Agreement, the Licensor shall be entitled to restrict the use of the subject matter of the License in whole or in part without being obliged to refund any license fees.

(2) This right shall continue for as long as the infringement continues and the Licensee has not submitted a cease-and-desist declaration with a penalty clause with regard to the ceased infringement.

(1) The Licensee may transfer rights and obligations arising from or in connection with this Agreement to third parties only with the written consent of the Licensor.

(2) Offsetting shall only be permitted against undisputed or legally established claims of the Licensor.

(3) Amendments to this Agreement must be made in writing to be effective. This shall also apply to any amendment of this written form requirement.

(4) This Agreement shall be governed by the laws of the Federal Republic of Germany with the exception of the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980.

(5) The parties agree that the Licensor’s registered office at the time of conclusion of the contract shall be the exclusive place of jurisdiction for all disputes arising from and in connection with this contract, provided that the Licensee is a merchant within the meaning of the German Commercial Code or the Licensee does not have a registered office in the Federal Republic of Germany at the time the action is brought.

(6) The invalidity of individual provisions of this Agreement shall not affect the validity of the remaining provisions. In this case, the parties undertake to agree on effective provisions that come closest in economic terms to the intended purpose of the invalid provisions. This shall apply accordingly to the closing of any loopholes in this contract.