Limited License Agreement for the use of the Platform Grace Digital (test version for Grace Summercamp 2022).
This limited license agreement (this “Agreement”) for the use of the platform Grace Digital (referred to as “Grace Digital”) is entered into between ignore gravity GmbH, Köpenicker Straße 147, 10997 Berlin, Germany, (“Licensor”), and you, the end user (the “Licensee” or “You”). The Agreement becomes effective at the time you use Grace Digital for the first time. By using Grace Digital, you agree to be bound by the terms and conditions set forth in this Agreement and the accompanying documentation. Read this Agreement carefully before using Grace Digital. If you do not agree to the terms and conditions set forth in this Agreement, you may not use Grace Digital.
Subject to your agreement to and full compliance with the terms and conditions of this Agreement, Licensor hereby grants you a limited, personal, non-transferable and non-exclusive right (the “License”) to use Grace Digital in accordance with the terms of this Agreement and the instructions in the Grace Digital manual or on the “grace-digital.de” website for the periode set forth below.
Grace Digital and all related copyrights, trademarks and other intellectual property rights belong to Licensor (or Licensors, where applicable) and are protected by German and international copyright, trademark, patent and other applicable laws. Licensee has no ownership or intellectual property rights in Grace Digital, including but not limited to any copyrights relating thereto.
The Licensor (or the Licensors, where applicable) reserves all rights not expressly granted in this Agreement. Accordingly, you are not granted any right or license to copy, distribute, publicly perform, display, or otherwise use Grace Digital (or any elements thereof) or Licensor’s trademark rights or any other trademark right.
Any use of Grace Digital by Licensee not expressly authorized in Section 2 above is expressly prohibited, and any such unauthorized use shall constitute a material breach of this Agreement by Licensee.
This prohibition includes (but is not limited to):
Licensee shall not alter or remove any legal notices of any kind, including trademark and copyright notices, placed on or in Grace Digital by Licensor.
The basic version “ Grace Digital” is free to use, but may be limited in various ways in the future. Information about such limitations can be obtained via notifications about upcoming versions and features.
The term of this Agreement (the “Term”) and the license granted herein shall commence on the date you first use Grace Digital and shall continue continuously until terminated in accordance with this Agreement.
Licensor reserves the right to terminate the license upon 30 days’ notice on its websites or by other means of communication.
Notwithstanding anything to the contrary contained herein, this Agreement and the license granted to you shall terminate immediately, and without notice from Licensor to Licensee, in the event of Licensee’s failure to comply with or breach of any term or provision of this Agreement.
Upon termination or expiration of this Agreement, all rights of Licensee hereunder shall terminate, without prejudice to any other rights or remedies of Licensor.
Upon expiration, Licensee shall have no rights to continue using Grace Digital in any form. Licensee shall destroy all copies of Grace Digital in its possession, custody or control, and all rights granted hereunder shall immediately revert to and pass to Licensor.
Termination of this Agreement shall not create any liability to Licensor and shall not relieve Licensee of any liability that may have arisen prior to termination.
THE LICENSOR ASSUMES NO LIABILITY WHATSOEVER FOR ANY DATA STORED WHEN USING GRACE DIGITAL, WHICH MEANS THAT LICENSEE MUST BACK UP ALL DATA STORED IN GRACE DIGITAL ON ITS OWN DATA STORAGE DEVICES TO AVOID LOSS OF THE DATA WHEN THE LICENSE TO USE GRACE DIGITAL TERMINATES.
To the extent permitted by applicable law, Licensor (and its licensors, where applicable) provides Grace Digital to Licensee “as is” and without warranty of any kind (contractual, statutory, implied or otherwise), including but not limited to merchantability, fitness for a particular purpose or third party rights.
Licensor (and its licensors, where applicable) does not warrant that Grace Digital or its use will be error-free or that Grace Digital will meet any specific requirements of Licensee. No oral or written information or representation made to Licensee by Licensor (and its licensors, where applicable) and/or any of Licensor’s employees, representatives or distributors shall create any warranty with respect to Grace Digital and Licensee shall not rely on any such information or representation.
a.To the maximum extent permitted by applicable law, regardless of the legal basis (whether in contract, tort or otherwise), Licensor shall be liable for damages only if:
such damages are caused by a breach of a material obligation under the Agreement (a “Cardinal Obligation”) due to Licensor’s negligence or willful misconduct that jeopardizes the purpose of the Agreement; or such damages are caused by gross negligence or intent on the part of the Licensor.
b. If Licensor is liable for breach of a material obligation of the Agreement without gross negligence or willful misconduct, then the liability shall be limited to the payment received by Licensor from Licensee.
c. If Licensor is liable under Section 11.a above for gross negligence or willful misconduct on the part of Licensor’s employees other than management, then liability shall also be limited to the amount set forth in Section 11.b above.
d. The Licensor shall not be liable for indirect or consequential damages (consequential harm caused by a defect), lost profits or unforeseen costs, unless such damages are the result of gross negligence or intent on the part of the Licensor’s management.
e. The exclusion or limitation of liability shall also apply with respect to claims against the Licensor’s employees and contractors.
f. The liability of the Licensor in respect of death, physical injury or health, any warranty on the part of the Licensor or in accordance with the Product Liability Act shall remain unaffected.
g. If Licensee is also liable for certain damages, Licensee shall bear an amount of damages corresponding to its contributory negligence. With regard to the other party’s obligation to mitigate damages, the party in question is responsible for regularly backing up its data and will take all other reasonable measures in the event of an assumed error. In case of data loss, the Licensor shall be liable only to the extent that such data loss would have occurred even in case of proper data backup.
Licensee warrants and represents that:
Licensee has full rights and authority to enter into this Agreement and to be bound by the terms hereof;
Licensee has full rights and authority to exercise the rights granted herein to Licensee and to perform Licensee’s obligations hereunder;
Licensee shall at all times during the term of this Agreement comply with all applicable laws.
Licensee hereby agrees to indemnify, defend and hold harmless Licensor and/or its successors, assigns, officers, directors, employees, agents, representatives and licensees (but excluding Licensee) from and against any and all damages, claims, losses, causes of action and litigation arising out of and/or relating to any breach of this Agreement by Licensee.
In the event of a breach of this Agreement by Licensor, Licensee’s remedies shall be limited to termination of this Agreement by written notice to Licensor. Licensee hereby waives any right to injunctive relief.
In the event of a breach of this Agreement by Licensee, Licensor (and its licensors, where applicable) may assert all rights to which Licensor is entitled under applicable law and/or under this Agreement, including, but not limited to, claims for damages of any kind arising in connection with such breach of the Agreement.
Licensee agrees that the unauthorized use of Grace Digital or any portion thereof will directly and irreparably harm Licensor in such a way that Licensor cannot be adequately compensated by monetary means, and in such event (at Licensor’s discretion) Licensor shall be entitled to injunctive relief (in addition to any other available remedies including monetary damages) without Licensor having to post any bond or other security.
To the maximum extent possible under applicable law, the Licensor shall not be liable for any User Content or any other third party content. If you see any infringement of your rights (copyright, trademark, personal rights, etc.) with respect to Grace Digital’s content, you may send a notice to firstname.lastname@example.org stating the following:
the rights you claim (with registration number in case of registered rights)
the exact location of the allegedly infringing content (text, user, etc.).
Licensor will investigate the matter and remove or restrict the content as appropriate.
No oral agreements have been made. This Agreement supersedes all prior agreements between the parties relating to Grace Digital. This Agreement reflects the entire understandings and agreements of the parties with respect to the subject matter hereof.
Licensor may revise this Agreement at any time upon thirty (30) days’ notice on its website or otherwise.
If you do not agree to the revised Agreement, you may not continue to use Grace Digital after the deadline and the license will terminate.
The Licensor may revise and modify the version of Grace Digital at any time.
This Agreement does not create, or may be construed as evidence of intent to create, a partnership or joint venture between Licensor and Licensee.
If any provision of this Agreement is found to be invalid or unenforceable as a matter of law or fact, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and all provisions of this Agreement not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the maximum extent possible, the economic and legal objectives of this Agreement. This shall also apply in the event of any omission or invalidity of the entire Agreement. A waiver by Licensor of any breach of any provision of this Agreement shall not constitute a waiver of any other breach.
This Agreement shall bind and inure to the benefit of Licensor, its successors or assigns, and Licensor may assign its rights hereunder in its sole discretion. This Agreement is personal to Licensee, and Licensee may not sublicense, assign, transfer, convey or franchise the rights granted herein.
This Agreement is based upon and governed by the laws of the Federal Republic of Germany. The place of performance and jurisdiction is Berlin.
The provisions of this Agreement which are intended to survive in accordance with their terms or meaning shall survive any cancellation, expiration or termination of this Agreement.
Licensor’s licensors are beneficiary third parties under this Agreement and have the express right to enforce its terms and to take advantage of its protections.
BY USING GRACE DIGITAL, YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.