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LicenseRef-BOS-TopLogic-1.0.md

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License Conditions for the software "TopLogic - the automated application engine"

1. Subject of the contract

  1. These license terms govern the grant of rights to use the software "TopLogic - the automated application engine" (hereinafter referred to as "TopLogic" or "Software") and the license conditions to be complied with.
  2. TopLogic is a software development system for web applications. The description of the functionalities and thus the scope of services is provided in the documentation, which is available at www.top-logic.com. The system requirements are contained in the documentation and are an integral part of this license agreement.

2. Rights of use

  1. TopLogic is dual licensed. Licensee may use the software either under the license terms of the GNU Affero General Public License, Version 3 or under the proprietary license conditions set forth below. Use under the AGPL-3.0 results in the applications developed with it must also be licensed under the AGPL-3.0 in the case of redistribution and when used in a SaaS model.
  2. The intended use of TopLogic is the development of applications. This use is referred to as "Development Mode" and the necessary acts of modification and reproduction are permitted free of license fees. The necessary modification is limited to the integration of TopLogic into the application to be developed. The source code provided is for documentation purposes only. Licensee is not permitted to modify it, or to translate the source code into alternative binary files and use them for application development.
  3. If Licensee runs an application developed with TopLogic outside of mere development and testing thereof, this use is referred to as "Production Mode" and is subject to license fees. This applies in particular to the act of running the software in order to use the functionality of the application. The permission to use in "Production Mode" is limited in time. The limitation in time shall depend on the license period agreed individually with Business Operation Systems GmbH, Dornhofstraße 18, 63263 Neu-Isenburg, Germany (hereinafter referred to as "BOS") and shall be technically verified by the use of license keys in accordance with Section 3.
  4. Upon acceptance of this license agreement, BOS grants Licensee the worldwide and time-limited non-exclusive right to reproduce the Software and to redistribute it to third parties as a component of applications developed with TopLogic under these license conditions and/or to make it available to third parties for download. The limitation in time is dependent on the license period agreed individually with BOS and is technically verified by the use of license keys in accordance with Section 3. Such third parties may only use TopLogic in "Development Mode". If third parties wish to use TopLogic in "Production Mode", they must enter into a corresponding license agreement with BOS. Insofar as program code (e.g. Javascript) from TopLogic is transferred to a third party's browser during the intended use of the application developed with it, or functionality is used by end users, the associated making of the software available to the public is permitted for the duration of the license.
  5. Affiliated companies within the meaning of Section 15 of the German Stock Corporation Act are entitled to use TopLogic to the same extent as Licensee. Licensee is liable that Affiliated Companies shall pay royalties to the extent owed under this Agreement and shall comply with the terms of the License in the same manner as the Licensee.
  6. TopLogic contains components that are licensed as open source software. According to the Open Source Definition of the Open Source Initiative, open source software is software that is licensed by the respective rights holders to anyone for comprehensive royalty-free use and for which the source code is available. A list of the concerned software components and the respective applicable license terms as well as further information (e.g. on obtaining the source code) shall be provided to Licensee together with TopLogic. The open source licenses for the respective open source components shall take precedence over these license terms. As long as Licensee uses the open source components solely internally, Licensee shall have no license obligations to the right-holders of such open source components. However, Licensee may additionally acquire a non-exclusive right to the open source software from the respective rights holders under the terms and conditions provided for in the respective applicable open source licenses. Any use of open source software on the basis of these open source licenses and outside the use provided for in TopLogic shall be at Licensee's own risk and shall not be subject to the contractual relationship with BOS. The warranty for defects in the software that are based on a modification of open source software is excluded. Licensee shall bear the burden of proof that a defect in TopLogic would have occurred even if the included open source software had not been modified.

3. License keys

  1. BOS uses technical program protection mechanisms in the form of license keys to verify proper licensing in "Production Mode". The removal of the program protection mechanism is prohibited. The verification of a license key is done by transmitting the IP address of the Licensee.
  2. The Licensee shall receive a license key from BOS for use in "Production Mode" after payment of the corresponding license fee to BOS by the Licensee. If Licensee has licensed the use of the Software for several instances ("Stages"), Licensee shall receive the required number of License Keys.
  3. After expiration of the agreed duration of the right of use for the "Production Mode", the software cannot be started without entering a new license key.

4. Delivery of the software

The Software will be delivered to Licensee electronically, either by a download option or by upload to a server of Licensee.

5. Royalties

Licensee shall pay the contractually agreed license fee to BOS. The license fee is calculated on the basis of the number of installations ("Stages") for the "Production Mode" and is stated in the offer of BOS.

6. Updates and Upgrades

Licensee shall be entitled to use updates and upgrades from TopLogic to the extent outlined in Section 2, provided that such updates or upgrades are published by BOS during the term of the Licensing.

7. Infringements of Intellectual Property Rights

  1. If a third party asserts claims against the Licensee based on the infringement of intellectual property rights by the Software and if the right to use the Software is affected or prohibited as a result, BOS shall have the right, at its discretion, either to modify the respective contractual services in such a way that they fall outside the scope of protection but nevertheless comply with the contractual provisions or to obtain the right to use the services in accordance with the contract without restriction or at no additional cost to the Licensee.

  2. The Licensee shall immediately notify BOS in writing of any claims by third parties due to an infringement of intellectual property rights, shall not acknowledge the alleged infringement, and shall conduct any disputes, including any out-of-court settlements, only in agreement with BOS.

    If Licensee discontinues the use of the Software in order to mitigate damages or for other reasons, Licensee shall inform the third party that the discontinuation of use does not constitute an acknowledgement of the infringement of the intellectual property rights.

  3. Insofar as the Licensee itself is responsible for the infringement of intellectual property right, claims against BOS in accordance with the above paragraphs shall be excluded. The same shall apply insofar as the infringement of intellectual property rights is caused by an unforeseeable application or by the fact that the software is modified by the Licensee or used together with software not supplied by BOS.

  4. Further claims of the Licensee due to an infringement of third party intellectual property rights are excluded. However, Licensee's right to withdraw from the contract shall remain unaffected.

8. Final provisions

  1. This contract contains all agreements between the contracting parties, insofar as no reference is made to supplementary agreements; there are no ancillary agreements.
  2. All changes, amendments and terminations of this contract must be in writing, as well as the cancellation of this written form requirement.
  3. Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by a substitute provision that comes as close as possible to the purpose intended by the ineffective provision; the same shall apply in the event of a loophole.
  4. The place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main.
  5. Applicable law is the law of the Federal Republic of Germany with the exception of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions.

Version 1.0, September 2023