Innofalls

Innofalls Charts License Agreement

Innofalls Charts License Agreement

This license agreement applies to all purchases made outside of Microsoft AppSource.

Innofalls Charts License Agreement 

(As of September 2024) 

This License Agreement (“Agreement”) is entered into by and between the licensee (“Customer”) and Innofalls GmbH (“Licensor”), and governs the Customer’s use of Innofalls Charts, along with any related software products, services, or materials provided by the Licensor. The terms outlined herein set forth the conditions under which the Customer is permitted to access and use Innofalls Charts. 

Definitions 

For the purpose of this Agreement, the following terms shall have the meanings specified below: 

“Agreement” refers to this License Agreement, including all its schedules, exhibits, attachments, and Order Forms incorporated herein by reference, governing the Customer’s use of Innofalls Charts. 

“Customer” means the individual or entity that has agreed to the terms of this Agreement for the use of Innofalls Charts. 

“Innofalls Charts” refers to the specific software products developed and licensed by Innofalls GmbH, including all related documentation, updates, and upgrades provided to the Customer under this Agreement. 

“Licensor” refers to Innofalls GmbH, a company registered under the laws of [Jurisdiction], and any of its subsidiaries or affiliates involved in providing Innofalls Charts. 

“Named Users” means the specific individuals authorized by the Customer to use Innofalls Charts, as identified and limited by the number specified in the Order Form. 

“Order Form” means the document executed by the Customer and the Licensor that specifies, among other things, the fees, subscription period, and number of Named Users licensed to use Innofalls Charts. 

“Renewal Term” refers to the period following the Initial Term for which the Agreement is automatically renewed, as specified in Section 9 of this Agreement. 

“Subscription Period” means the Initial Term and any subsequent Renewal Terms during which the Customer is authorized to use Innofalls Charts under the terms of this Agreement. 

Notices 

All notices, requests, consents, and other communications under this Agreement shall be in writing and addressed to the parties as provided in the Order Form. 

1. Acceptance and Scope 

By accessing, deploying, or otherwise utilizing Innofalls Charts, the Customer acknowledges and agrees to be bound by the terms and conditions of this Agreement. This Agreement encompasses the Customer’s rights and obligations with respect to the use of Innofalls Charts and any other software products, services, or materials provided under this Agreement, exclusive of Third-Party Products, which are governed by their respective terms and conditions. 

The execution of this Agreement signifies the Customer’s consent to these terms and conditions and represents a binding commitment between the Customer and the Licensor. The Customer affirms that they possess the authority to enter into this Agreement on behalf of any entity they represent, thereby accepting these conditions for the use of Innofalls Charts. 

This introduction, and the Agreement in its entirety, is designed to define the legal framework within which Innofalls Charts may be accessed and used. It details the licensure granted to the Customer, specifies permissible uses, and delineates the legal relationship established between the Customer and the Licensor pursuant to the terms set forth herein. 

2. License to Innofalls Charts 

2.1 Grant of License: Subject to the terms and conditions set forth in this Agreement, Innofalls GmbH (“Licensor”) hereby grants to the licensee (“Customer”) a non-exclusive, non-transferable, subscription-based license to use Innofalls Charts at designated sites solely for the Customer’s internal business operations. This grant of license confers no title or ownership in Innofalls Charts or any related software products, services, or materials provided under this Agreement and is limited to the rights expressly granted herein. 

2.2 Scope of License: The rights to use Innofalls Charts under this license are limited to the designated number of users (“Named Users”) as agreed upon between the Customer and the Licensor. The license is embedded within the provided keycode, which enables access and use of Innofalls Charts by the Named Users. The Customer is responsible for ensuring that Innofalls Charts is used in accordance with the terms specified in this Agreement, including but not limited to, the permissible scope of use, user limitations, and any applicable restrictions. 

2.3 License Restrictions: The Customer shall not, and shall not permit any third party to, modify, copy, adapt, translate, or create derivative works of Innofalls Charts; reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of Innofalls Charts; remove any proprietary notices or labels on Innofalls Charts; or make Innofalls Charts available in any form to any third party for use in the third party’s business operations or for any other commercial purpose. 

2.4 Updates and Upgrades: Innofalls GmbH may from time to time provide updates or upgrades to the Offerings, which may include additional features, services, or enhancements. Such updates or upgrades shall also be considered part of the Offerings and subject to the terms of this Agreement. The provision of updates or upgrades does not constitute an obligation on the part of Innofalls GmbH to provide any additional updates or upgrades in the future. 

2.5 Compliance: The Customer agrees to comply with all applicable laws and regulations in using Innofalls Charts and will ensure that the Named Users are aware of and comply with the terms of this Agreement. The Customer further acknowledges that the Licensor reserves the right to revoke the granted license should the Customer or any Named User fail to comply with the terms and conditions set forth herein. 

2.6 Termination of License: This license is effective until terminated. The Licensor may terminate the license granted under this Agreement if the Customer breaches any term or condition herein. Upon termination, the Customer must cease all use of Innofalls Charts and destroy all copies, full or partial, of Innofalls Charts in its possession or control. 

3. Use Restrictions 

3.1 General Restrictions: The Customer shall not, directly or indirectly, engage in any activity with Innofalls Charts not expressly permitted by this Agreement. The Customer is specifically prohibited from: 

(a) Modifying, translating, adapting, or otherwise creating derivative works or improvements, whether or not patentable, of Innofalls Charts; 

(b) Reverse engineering, disassembling, decompiling, decoding, or attempting to derive or gain access to the source code of Innofalls Charts, in whole or in part; 

(c) Bypassing or breaching any security device or protection used by Innofalls Charts or accessing or using Innofalls Charts other than by an authorized user through the use of his or her own then valid access credentials; 

(d) Copying the software, except as part of the normal use of Innofalls Charts or where it is necessary for the purpose of back-up or operational security; 

(e) Removing, deleting, effacing, altering, obscuring, translating, combining, supplementing, or otherwise changing any trademarks, terms of the licensing or any copyrights, patents, or other intellectual property rights associated with Innofalls Charts; 

(f) Renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available Innofalls Charts, or any features or functionality of Innofalls Charts, to any third party for any reason, including by making Innofalls Charts available on a network where it is capable of being accessed by more than the authorized number of Named Users. 

3.2 Compliance with Laws: The Customer agrees to use Innofalls Charts in compliance with all applicable laws, regulations, and ordinances. The Customer shall not use Innofalls Charts for any purposes prohibited by law or in violation of any contractual obligations or third party rights. 

3.3 Named User Limitation: The Customer acknowledges that the license granted under this Agreement is for a specified number of Named Users. The Customer agrees to not exceed the agreed number of Named Users without prior written consent from the Licensor and the corresponding adjustment of the applicable fees. 

3.4 Audit Rights: The Licensor reserves the right to audit the Customer’s use of Innofalls Charts to ensure compliance with the terms of this Agreement. Such audits will be conducted with reasonable notice, at the Licensor’s expense, and in a manner that minimizes disruption to the Customer’s business operations. The Customer agrees to provide reasonable cooperation and access to information during such audits. 

3.5 Enforcement: Failure to comply with any of the use restrictions or other terms and conditions contained in this Agreement may result in immediate termination of this Agreement and may subject the Customer to legal penalties and damages. The Licensor reserves the right to take any legal and technical remedies to prevent the violation of this provision and to enforce this Agreement. 

3.6 Adjustment of Named Users: The Customer is permitted to change the identities of the Named Users in the event of employee turnover or internal restructuring to ensure continuity of access to Innofalls Charts. Such changes must be communicated to the Licensor in writing and may not occur more frequently than once per quarter to prevent the license from being used de facto as a concurrent user license, which is not the intention of this agreement. The ability to change Named Users is intended to support operational flexibility for the Customer while maintaining the integrity of the licensed use of Innofalls Charts in accordance with the terms of this agreement. The Customer must ensure that the number of active Named Users at any time does not exceed the number set forth in the Order Form. 

 

4. Privacy and Data Protection 

4.1 Data Processing Agreement: The Customer acknowledges that in the course of using Innofalls Charts, personal data may be processed. Both parties agree to comply with all applicable data protection laws and regulations. The processing of personal data under this Agreement shall be subject to our Privacy Policy (“PP”), which forms an integral part of this Agreement. The PP specifies the rights and obligations of both parties concerning data protection and privacy. 

4.2 Confidentiality of Personal Data: The Licensor commits to maintaining the confidentiality of any personal data received from the Customer or processed on behalf of the Customer in connection with the use of Innofalls Charts. The Licensor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with applicable data protection laws. 

4.3 Data Protection Compliance: The Customer is responsible for ensuring that the use of Innofalls Charts in its business operations complies with applicable data protection laws. This includes, but is not limited to, obtaining any necessary consents from data subjects, providing required notifications, and maintaining records of processing activities. 

4.4 Data Subject Rights: The Customer shall facilitate the exercise of data subject rights under applicable data protection laws. The Licensor shall assist the Customer in fulfilling its obligations to respond to requests for exercising the data subject’s rights (e.g., access, rectification, erasure, data portability) to the extent legally permissible and based on the Customer’s written instructions. 

4.5 Data Breach Notification: In the event of a personal data breach affecting data processed on behalf of the Customer, the Licensor shall notify the Customer without undue delay after becoming aware of the breach. The notification will contain information required under applicable data protection laws to enable the Customer to fulfill any data breach reporting obligations to supervisory authorities and data subjects. 

4.6 Subprocessors: The Licensor may engage subprocessors to process personal data under this Agreement. The Licensor shall inform the Customer of any intended changes concerning the addition or replacement of subprocessors and, where applicable, give the Customer the opportunity to object to such changes. 

4.7 Audit and Compliance Verification: The Customer shall have the right, upon reasonable notice and during regular business hours, to audit the Licensor’s compliance with its data protection obligations under this Agreement. The Licensor agrees to provide necessary assistance and access to information as reasonably required for the Customer to verify compliance with applicable data protection laws. 

5. Confidentiality 

5.1 Definition of Confidential Information: For the purposes of this Agreement, “Confidential Information” shall include all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business and marketing plans, technology and technical information, product designs, and business processes. 

5.2 Protection of Confidential Information: Each party agrees to use the same degree of care to protect the confidentiality of the other party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care. The Licensor and the Customer agree not to use any Confidential Information of the other party for any purpose outside the scope of this Agreement, nor to disclose such Confidential Information to any third party, except as may be necessary and required in the course of performing their obligations under this Agreement and subject to confidentiality obligations similar to those set forth herein. 

5.3 Exclusions from Confidential Information: Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. 

5.4 Compelled Disclosure: If the Customer or the Licensor is compelled by law to disclose Confidential Information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. 

5.5 Return of Confidential Information: Upon termination or expiration of this Agreement, the receiving party shall return to the disclosing party or destroy (at the disclosing party’s option) all copies of Confidential Information of the disclosing party in its possession or control, except to the extent that the receiving party is required to retain a copy of the Confidential Information by law, in which case the receiving party shall continue to be bound by the confidentiality obligations contained herein with respect to such Confidential Information. 

5.6 Survival: The obligations set forth in this Section 5 shall survive the termination or expiration of this Agreement for a period of five (5) years from such termination or expiration, except for Confidential Information which constitutes a trade secret under applicable law, which obligations shall survive indefinitely. 

 

 

6. Payment Terms  

6.1 Fees and Payment: The Customer agrees to pay the Licensor the fees specified for the use of Innofalls Charts as set forth in the applicable order form, schedule, or other document that forms part of this Agreement (“Order Form”). Unless otherwise stated in the Order Form, all fees are quoted in US Dollar ($) and are payable within thirty (30) days of the invoice date. The fees cover the license grant for the specified number of Named Users and the subscription period outlined in the Order Form. For purchases made outside the scope of Microsoft AppSource, payment and billing shall be processed by Paddle.com Inc, hereby designated as the Merchant Of Record for all such transactions. The Customer acknowledges that such transactions are subject to the terms and conditions of Paddle.com Inc, accessible at https://www.paddle.com/legal/invoiced-business-terms. 

6.2 Taxes: All fees payable by the Customer under this Agreement are exclusive of taxes, levies, or duties imposed by taxing authorities. The Customer is responsible for paying all such taxes, levies, or duties, excluding only taxes based solely on the Licensor’s income. If the Licensor has the legal obligation to pay or collect taxes for which the Customer is responsible under this section, and such transactions are processed by Paddle.com Inc, the appropriate amount shall be invoiced to and paid by the Customer unless the Customer provides Paddle.com Inc with a valid tax exemption certificate authorized by the appropriate taxing authority. 

6.3 Late Payments: Any payment not received from the Customer by the due date may accrue, at the Licensor’s discretion, late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Transactions processed by Paddle.com Inc may be subject to additional late payment terms as stipulated by Paddle.com Inc’s terms and conditions. 

6.4 Suspension of Service and Acceleration: If any amount owing by the Customer under this Agreement for Innofalls Charts is thirty (30) or more days overdue, the Licensor may, without limiting its other rights and remedies, accelerate the Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Innofalls Charts services to the Customer until such amounts are paid in full. For transactions processed through Paddle.com Inc, the suspension of services will be in accordance with Paddle.com Inc’s policies. 

6.5 Fee Adjustments: The Licensor reserves the right to adjust the fee for Innofalls Charts at the beginning of any renewal subscription period. The Licensor will provide the Customer with at least sixty (60) days’ advance notice of any such fee adjustments. For transactions processed through Paddle.com Inc, any fee adjustments will be communicated in accordance with Paddle.com Inc’s notification policies. 

6.6 No Refunds: Fees paid by the Customer are non-refundable, except as required by law or as otherwise specifically provided in this Agreement. This non-refundability clause also applies to transactions processed through Paddle.com Inc, subject to their refund policies as outlined in their terms and conditions. 

6.7 Audit Rights: The Licensor shall have the right to use the services of an independent auditor to verify the Customer’s compliance with the financial terms of this Agreement, including transactions processed through Paddle.com Inc. Any such audit shall be conducted during regular business hours at the Customer’s facilities and shall not unreasonably interfere with the Customer’s business activities. The Customer shall provide reasonable assistance and access to information necessary for the Licensor to conduct such audits. If an audit reveals that the Customer has underpaid fees to the Licensor, the Customer shall be invoiced for such underpaid fees based on the Licensor’s price list in effect at the time the audit is completed, including any transactions processed by Paddle.com Inc. 

 

 

7. Intellectual Property Rights 

7.1 Ownership: The Licensor, Innofalls GmbH, retains all rights, title, and interest in and to Innofalls Charts, including all copies, improvements, enhancements, modifications, and derivative works thereof. The Customer acknowledges that the use of Innofalls Charts under this Agreement does not grant the Customer any ownership rights in Innofalls Charts or any intellectual property rights therein, other than the rights expressly granted in this Agreement. 

7.2 Protection of Software: Innofalls Charts and all related intellectual property rights are the exclusive property of the Licensor or its licensors. The Customer agrees to protect Innofalls Charts from unauthorized use, reproduction, distribution, or publication in violation of this Agreement. The Customer further agrees not to take any action to jeopardize, limit, or interfere with the Licensor’s intellectual property rights in Innofalls Charts. 

7.3 License Grant: The Licensor hereby grants the Customer a non-exclusive, non-transferable, limited license to use Innofalls Charts in accordance with the terms and conditions set forth in this Agreement. This license grant is for the sole purpose of enabling the Customer to use Innofalls Charts as provided by the Licensor, in the manner permitted by this Agreement. 

7.4 Restrictions on Use: The Customer shall not copy, modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of Innofalls Charts, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 

7.5 Third-Party Software: Innofalls Charts may contain or be provided with third-party software that requires notices and/or additional terms and conditions. Such required third-party software notices and/or additional terms and conditions are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, the Customer is also accepting the additional terms and conditions, if any, set forth therein. 

7.6 No Other Rights: Except for the limited license granted herein, no other rights or licenses are granted under this Agreement, expressly, by implication, estoppel, or otherwise. All rights not expressly granted to the Customer herein are reserved by the Licensor and its licensors. 

7.7 Feedback: Any feedback, comments, or suggestions the Customer may provide regarding Innofalls Charts is entirely voluntary, and the Licensor will be free to use such feedback, comments, or suggestions as it sees fit and without any obligation to the Customer. 

 

8. Support Data 

8.1 Collection and Use of Support Data: In the course of providing support services to the Customer, Innofalls GmbH may collect data related to the support incident, including but not limited to diagnostic information, configuration data, and error logs (collectively, “Support Data”). The Customer agrees that Innofalls GmbH may collect and use Support Data to address the Customer’s support incidents, improve product and service offerings, and facilitate the provision of updates, product support, and other services to the Customer related to the Offerings. 

8.2 Protection and Confidentiality: Innofalls GmbH is committed to protecting the confidentiality and security of Support Data. Support Data will be treated as Confidential Information under the terms of this Agreement, and Innofalls GmbH will implement appropriate technical and organizational measures to protect Support Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. 

8.3 Limitations on Use: Innofalls GmbH will not use Support Data for any purpose other than as described in this section and will not disclose Support Data to any third party, except as necessary to provide the support services requested by the Customer. Innofalls GmbH may use aggregated and anonymized information derived from Support Data for business operations, including product improvement and development, provided that such information does not identify the Customer or any individual user. 

8.4 Customer Responsibilities: The Customer is responsible for ensuring that any Support Data it provides to Innofalls GmbH does not contain any personal data, except as necessary for Innofalls GmbH to provide support services, or otherwise sensitive or confidential information not required for the support incident. The Customer acknowledges that it is responsible for complying with any applicable data protection laws in relation to the personal data it provides to Innofalls GmbH as part of the Support Data. 

8.5 Data Retention: Innofalls GmbH will retain Support Data only for as long as is necessary to provide the support services to the Customer and for a reasonable period thereafter for audit and analysis purposes, in accordance with Innofalls GmbH’s data retention policies and applicable laws and regulations. 

9. Trial License 

9.1 Provision of Trial License: Innofalls GmbH offers a trial license for Innofalls Charts to new customers for evaluation purposes. Subject to the terms of this Agreement, Innofalls GmbH hereby grants the Customer a non-exclusive, non-transferable, limited right to use Innofalls Charts under the terms of a trial license solely for internal evaluation purposes for a period of thirty (30) days from the date of activation (the “Trial Period”). 

9.2 Trial Period: The Trial Period is designed to allow the Customer to assess the full functionality and suitability of Innofalls Charts for their needs without commitment. Upon expiration of the Trial Period, the trial license will automatically terminate unless the Customer opts to purchase a full license to continue using Innofalls Charts. 

9.3 Functionality During Trial: During the Trial Period, the Customer will have access to the full functionality of Innofalls Charts as available in the fully licensed version. Innofalls GmbH aims to provide Customers with a comprehensive evaluation experience, but reserves the right to limit or modify available features during the Trial Period at its discretion. 

9.4 No Obligation for Support and Maintenance: While Innofalls GmbH may choose to offer limited support during the Trial Period, the trial license is provided “as is,” without any obligation on Innofalls GmbH’s part to provide maintenance, support, or software updates. Any such support provided will be at Innofalls GmbH’s sole discretion and does not constitute an ongoing commitment. 

9.5 Use Restrictions: The Customer is authorized to use Innofalls Charts under the trial license solely for the purpose of evaluating the software’s suitability for their business requirements. The trial license must not be used for any commercial, operational, production, or any other purposes beyond software evaluation. The Customer agrees to comply with all terms and conditions of this Agreement during the Trial Period. 

9.6 Feedback and Improvements: Customer feedback on the performance, functionality, and usability of Innofalls Charts during the Trial Period is highly valued and encouraged. Providing feedback grants Innofalls GmbH a non-exclusive, royalty-free license to use, modify, and incorporate such feedback into its products and services without restriction. 

9.7 Termination or Conversion: At the end of the Trial Period, the trial license will automatically terminate. The Customer has the option to convert the trial license into a full license by purchasing Innofalls Charts. Should the Customer decide against purchasing a full license, all use of Innofalls Charts must cease, and the software must be uninstalled from the Customer’s systems. 

10. Server License Usage Restrictions 

10.1 Specific Server License Use: The Customer acknowledges and agrees that the use of Innofalls Charts under a server license is strictly limited to the server size(s) for which the license(s) was purchased, as outlined in the Innofalls Charts Licensing Guide. The Customer is prohibited from using a license purchased for a specific server size on any server or system that exceeds the licensed server’s capacity or specifications. 

10.2 License Allocation and Server Capacity: Server licenses are allocated based on the size of the server, ensuring that Innofalls Charts can be used within the server’s capabilities without exceeding those limits. The Customer must select and maintain a server size that corresponds with their purchased license, as detailed in the Innofalls Charts Licensing Guide. 

10.3 Monitoring and Compliance: The Customer is responsible for actively monitoring the usage of Innofalls Charts to ensure it does not exceed the capabilities of the licensed server size. Innofalls GmbH reserves the right to audit the Customer’s use of Innofalls Charts to verify compliance with the licensed server size restrictions. Any found discrepancy between the server size in use and the licensed server size may result in additional charges or the requirement to purchase an appropriate license that matches the server size in use. 

10.4 Prohibited Use: The Customer shall not attempt to circumvent or bypass the server size restrictions associated with their license. Any attempt to use Innofalls Charts on a server size larger than licensed without the appropriate licensing upgrade is considered a breach of this Agreement and may lead to termination of the license and legal action. 

10.5 License Upgrade for Server Size Changes: If the Customer wishes to upgrade their server size beyond the current licensed capacity, they must first purchase an upgraded license that corresponds to the new server size before implementing the change. Innofalls GmbH offers flexible licensing options to accommodate growth and changes in the Customer’s server needs. 

11. Terms and Conditions for the Purchase of Named User Licenses Outside AppSource 

11.1 User Count Monitoring: The Customer acknowledges the obligation to continuously monitor the number of Named Users accessing and utilizing Innofalls Charts. It is imperative that the Customer ensures compliance with the specified number of Named Users for which licenses have been purchased. In the event that the actual number of Named Users exceeds the licensed count, the Customer is required to promptly notify the Licensor and, if necessary, procure additional licenses pursuant to the terms of this Agreement. 

11.2 Provision of Project Information: For each project employing Innofalls Charts, the Customer must furnish the Licensor with detailed project information. This information shall include, without limitation, the project scope, the precise number of Named Users, and the specific server(s) or environment(s) where Innofalls Charts are deployed. This requirement aims to ensure complete transparency and facilitate effective compliance monitoring by the Licensor. 

11.3 Compliance Verification: The Licensor retains the right to verify the Customer’s adherence to these terms at its discretion. Verification methods may include audits of the Customer’s relevant systems and records related to the use of Innofalls Charts. The Customer agrees to provide full cooperation and access to any necessary information and systems to support such verification efforts. 

11.4 Non-compliance Consequences: Failure to meet these monitoring and compliance obligations, including exceeding the agreed number of Named Users or failing to provide required project information, may result in the imposition of additional charges, the necessity to purchase extra licenses, and/or the potential termination of this licensing agreement. 

11.5 Indemnification: The Customer shall indemnify and hold harmless the Licensor against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of the Customer’s obligations under this section. 

 

12. Support Services 

12.1 Support Portal: The Licensor provides the Customer access to a support portal. Through this portal, the Customer can create support tickets for technical issues or inquiries related to the use of Innofalls Charts. 

12.2 Availability: The support portal is accessible 24/7. The Customer may submit support tickets at any time. 

12.3 Response Time: The Licensor guarantees a response time of up to 24 hours for all tickets submitted during regular business hours (defined as 9:00 AM to 5:00 PM, Monday to Friday, excluding public holidays and weekends in Germany). The response may include acknowledgment of receipt, a status update, or a resolution of the issue. 

12.4 Support Levels: The Licensor provides basic support at no additional cost and offers a premium support package for a fee, which includes priority response times and direct access to senior technical support specialists. 

12.5 Prioritization: Support tickets are prioritized based on the severity of the issue. Critical problems significantly impacting the Customer’s business operations are given the highest priority. 

12.6 Escalation Procedures: For cases where a satisfactory resolution is not achieved within a reasonable timeframe, the Licensor has an escalation procedure in place, which involves escalation to senior management or a specialized expert team for urgent and high-severity issues. 

12.7 Exclusions: The Licensor is not required to provide support for issues resulting from the Customer’s modification of the software without the Licensor’s consent, use of the software in a manner not permitted by this agreement, or external factors outside the Licensor’s control (e.g., network issues, environmental conditions). 

12.8 Regulation of Ticket Submission: The Customer is permitted to submit support tickets to an extent that reflects normal business needs. The Licensor reserves the right to monitor and assess the volume of tickets submitted by the Customer to ensure that the use of the support portal remains consistent with intended operational standards and capacities. Should the Licensor determine that the number of tickets submitted exceeds a regular volume, or constitutes an abusive use of the support system, the Licensor may, at its discretion, engage with the Customer to modify this usage pattern or implement measures to manage ticket submission appropriately.  

 

13. Term and Termination  

13.1 Term: This Agreement is effective upon the Customer’s acceptance as evidenced by the use of Innofalls Charts and shall continue in effect for the subscription period specified in the Order Form (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms equal in duration to the Initial Term (“Renewal Term(s)”), unless either party provides written notice of its intention not to renew or terminates the Agreement in accordance with the provisions herein. 

13.2 Renewal Notification and Cancellation Right: Prior to the commencement of any Renewal Term, the Licensor shall provide the Customer with written notification of the impending renewal. This notification will include the terms and any changes to the fees for the upcoming Renewal Term. The Customer shall have the right to cancel the subscription and prevent the Agreement’s automatic renewal by providing written notice of cancellation to the Licensor no later than thirty (30) days prior to the end of the then-current term. 

13.3 Termination for Convenience: Either party may terminate this Agreement without cause by providing at least sixty (60) days’ written notice to the other party prior to the end of the Initial Term or any Renewal Term. In case of such termination, the Customer is obligated to fulfill any outstanding payment obligations incurred up to the effective date of termination. 

13.4 Termination for Cause: The Licensor may immediately terminate this Agreement upon written notice if the Customer: (a) Violates any term of this Agreement and fails to remedy the breach within thirty (30) days after receipt of written notice; (b) Becomes insolvent, declares bankruptcy, undergoes liquidation or similar proceedings, or comes under the control of a trustee, receiver, or similar authority; (c) Engages in conduct detrimental to the Licensor’s reputation or the reputation of Innofalls Charts, as determined in the Licensor’s reasonable discretion. 

13.5 Effects of Termination: Upon termination: (a) All licenses granted herein shall terminate immediately; (b) The Customer must cease all use of Innofalls Charts and destroy all copies in its possession; (c) All accrued payment obligations up to the date of termination shall become due; (d) Provisions intended to survive termination, including confidentiality, indemnification, and liability limitations, shall remain in effect; (e) In accordance with the Licensor’s data retention policy and applicable law, the Licensor will delete or return the Customer’s data, except as required to be retained by law. 

13.6 Data Retention and Deletion: Consistent with the Licensor’s data retention policies and applicable legal obligations, the Licensor will either delete or return all Customer data stored in connection with the Customer’s use of Innofalls Charts upon termination of this Agreement, barring any legal requirements to retain specific data. 

14. General Provisions 

14.1 Entire Agreement: This Agreement, including any attachments, exhibits, and Order Forms incorporated by reference, constitutes the entire agreement between the Licensor and the Customer with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 

14.2 Amendments: No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized representative of each party. 

14.3 Waiver: No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in any other or subsequent instance. 

14.4 Severability: If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

14.5 Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth on the Order Form or to such other address that may be designated by the receiving party in writing. All notices shall be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (in each case, return receipt requested, postage prepaid), or email (with confirmation of transmission). 

14.6 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Licensor is registered, without giving effect to any choice or conflict of law provision or rule. 

14.7 Dispute Resolution: Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts or the courts of the State in which the Licensor’s principal place of business is located, and each party consents to the jurisdiction of such courts in any such suit, action, or proceeding. 

14.8 Force Majeure: Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to causes beyond its control, such as a natural disaster, act of war or terrorism, act of government, pandemic, or failure of third-party networks or infrastructure. 

14.9 Assignment: The Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Licensor. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement. 

14.10 Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 

14.11 Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.