1. Object of the Agreement
ITONICS Campus is a subscription-based program of the company ITONICS GmbH (hereinafter "ITONICS"), which was developed for accredited academic educational institutions (hereinafter "Educational Institution"). It enables an Educational Institution to use and test the software solutions of ITONICS in an academic environment. The object is the provision of a temporary opportunity for pedagogues and students of an Educational Institution to use the described ITONICS software solution (hereinafter "Software"). This service is provided in accordance with the following terms and conditions, unless an order contains deviating regulations.
2. Right of Use
Authorized users of the software for the purposes of these terms and conditions are exclusively pedagogues and students of the named Educational Institution (hereinafter "Authorized User"). For the purposes of these terms and conditions, an Educational Institution is a college or university accredited by an authorized governmental authority within its respective local, state, provincial, federal or national government and whose primary purpose is to teach its enrolled students. A student for the purposes of this condition is a natural person enrolled at the Educational Institution. A pedagogue for the purposes of this condition is an employee or independent contractor of the Educational Institution whose main purpose is to teach enrolled students at an Educational Institution.
3. Scope of Use of the Software
- The Authorized User is granted the right to test the software or to use it for a limited period of time for purposes in connection with the academic learning, teaching, training, research or development activities of the Educational Institution. Unless an order contains any other provisions, the duration of the use is limited to a period of 6 months from the conclusion of the contract. From the time the Software is made available, ITONICS shall make this executable software available to the Authorized User at the router output of a server (computer centre in the territory of the EU), host and operate it and maintain it in accordance with the state of the art.
- The Authorized User shall be responsible for setting up and securing the remote connection.
- The Authorized User is not granted any further rights to the software within the scope of the use of the software, in particular no claims or prop- erty rights or commercial property rights to the software or the documentation are transferred to the Authorized User. The Authorized User is prohibited from (i) using or duplicating the software or the license in any other way than agreed, (ii) using, lending, transferring or transferring the software or the license for commercial, professional or other profit-oriented purposes, (iii) duplicating, modifying, decompiling or otherwise processing the software or inserting it completely or partially into another pro- gram, unless it is a necessary use in the sense of §§ 69 d, e German Copyright Act [Urhebergesetz].
4. Commitment of the Educational Institution
The parties agree that the Educational Institution will announce the partnership with ITONICS by mentioning the URL "www.itonics-innovation.com" on the website of the Educational Institution and by listing ITONICS as software provider. This should be done in a press release or news article.
5. Scope of Service and Warranty
The provision of services for the software is based exclusively on these terms and conditions. Any training courses and workshops that may have been agreed separately shall be provided within the scope of the technical and time scope specified in an order, without any performance related remuneration being agreed on.In this respect any warranty is excluded. Functional descriptions of the software and/or the individual modules do not constitute agreements as to quality.
6. Secrecy and Privacy
- The contracting parties undertake to treat as confidential all information (e.g. software, documents, presentations, etc.) which they receive or become aware of from the respective other contracting party before or during the execution of the contract and which is legally protected or contains business or trade secrets or is designated as confidential ("Confidential Information"), also beyond the end of the contract, unless it is publicly known without breach of the obligation of secrecy. The contracting parties shall keep and secure the Confidential Information in such a way that access by third parties is excluded.
- The Educational Institution shall only make the confidential information available to the Authorized User and ITONICS only to employees (including employees of affiliated companies) and other third parties who require access in order to perform their official duties. They shall instruct these persons about the need to keep the Confidential Information confidential and have obligated these persons to maintain confidentiality by written agreements. Third parties may only be granted access to Confidential Information with the express written consent of the other Party.
- The Educational Institution and the Authorized User are prohibited from passing on the results of the evaluation or performance comparisons with other evaluation systems of third parties without the prior written consent of ITONICS.
- In all cases of contractual and non-contractual liability, ITONICS only pays damages in accordance with the following limits: a) in case of intent, to the full amount, as well as in the absence of a condition for which ITONICS has provided a guarantee; b) in the case of gross negligence, only to the extent of the foreseeable damage which should have been prevented by the duty breached; c) in other cases: only for breach of a material contractual obligation if the purpose of the contract is jeopardized by it, but always only to the amount of the foreseeable damage. The liability is limited to 100% of the order sum per case of damage, in total to a maximum of 150% of the order amount within the scope of the service provision; d) liability is excluded for lost profit, lost savings and substitute performance.
- The liability limits in accordance with Paragraph 1 do not apply to liability for personal injury and liability under the German.
8. Final Provisions
- In addition, the General Terms and Conditions, as well as the Order Processing Contract [AVVAuftragsverarbeitungsvertrag] of ITONICS apply.
- The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is the headquarters of ITONICS.
- German law applies exclusively.
- Should a provision be or become ineffective, the legal validity of the remaining provisions shall remain unaffected.