Ghostery Subscription Products End-User License Agreement
Effective Date: June 3, 2019
This License Agreement or End User License Agreement (hereinafter “EULA”) applies to the use of Ghostery products and services whenever it is expressly referred to by us. “We” means Cliqz International GmbH, Arabellastraße 23, 81925 Munich, Germany (hereinafter “Cliqz,” “we” or “us”), as the provider of the services.
(1) On the basis of this EULA, our GTC, and the Order Form, we grant you the use of our services for a limited period of time and make them available to you in the version agreed with you. The subject of this agreement is the temporary provision of the software (“Software as a Service”; “SaaS”) for the duration of the contract, together with the granting of the rights required for its contractual use in accordance with § 2.
(2) We will provide you with a copy of the contractual program in digital form on a suitable data carrier or as a download, as well as a version of the associated documentation, if one exists, which can also be made available online. If the software is protected by a license key, you will receive the license key exclusively for the use of the software as specified in this contract, the Order Form, the GTC, and, if applicable, the documentation.
(3) Installation and configuration services are not subject to this contract.
§ 1 Definitions of Terms
GTC – our general terms and conditions of business and use, available here.
End device – any hardware used to play, install, run, compile, decompile, and/or use software, of any type, mobility or hardware and/or software environment.
EULA – this agreement.
Order Form – the contract for the respective services consisting of your order confirmation, the invoice, including our GTC, if applicable.
Services – all products and/or services of Cliqz International GmbH.
You, Your – the contractual partner as the user of the services.
Software – all products and/or services of Cliqz International GmbH.
§ 2 Granting of Rights
(1) Upon full payment of the fee in accordance with the Order Form, you will receive the non-exclusive, non-transferable, and non-sublicensable right to use the software to the extent granted in this contract, the Order Form, and our GTC, limited to the term of the Order Form. Prior to full payment of the fee in accordance with the Order Form, all data carriers as well as the user documentation provided, if any, shall be subject to retention of title. Contractual use includes installation by you as well as loading, displaying, and running of the installed software. The type and scope of use shall otherwise be determined in accordance with the Order Form. If the Order Form does not contain any provisions to this effect, your use of the software or services is limited to you as a person and one installation on a maximum of one end device.
(2) You are entitled to make a backup copy of a data carrier which may have been provided to you. You must visibly affix the notice “backup copy” as well as Cliqz’ copyright notice of the manufacturer to the backup copy made.
(3) In addition, you shall only be entitled to reproduce, edit or decompile the software if this is legally permissible or if we expressly permit you to do so in writing. The duplication, processing or decompilation, even if legally or expressly permitted by us, is only permitted if we do not make the necessary information available on your request.
(4) The licensee is not entitled to reproduce the software beyond the cases mentioned in paragraphs 1 to 3.
(5) You are not entitled to transfer to third parties any copies of the software that may have been handed over to you or the backup copy that may have been made. In particular, you may not sell, rent, lease or otherwise sublicense the software or publicly reproduce it or make it available.
(6) If you violate one or more of the above provisions, all rights of use granted under this contract shall immediately become invalid and shall automatically revert to us. In this case, you must immediately and completely cease using the software, delete all copies of the software installed on your systems, and delete or hand over to us any backup copies that may have been made. The obligation to pay remuneration under the Order Form shall remain unaffected. We reserve the right to claim damages and license fees for use contrary to the terms of the contract.
§ 3 Protection of the Software
You are obliged to take suitable measures to protect the software from access by unauthorized third parties, in particular to store all copies of the software in a protected place. End devices must be adequately secured (anti-spyware, anti-virus software, firewall, etc.).
§ 4 Remuneration, Maturity, and Default
(1) The remuneration for the granting of use shall be based on the Order Form and the GTC.
§ 5 Term and Termination
(1) Term and termination are governed by the corresponding provisions in the Order Form and the GTC.
§ 6 Maintenance
(1) We warrant that the contractually agreed nature of the software will be maintained during the term of the contract and that no rights of third parties will conflict with the contractually agreed use of the software. Any material defects and defects of title in the software shall be remedied by us within a reasonable period of time.
(2) You are obliged to notify us immediately in writing or by email of any defects in the software after their discovery. In the case of material defects, this is done by describing the time of occurrence of the defects and the more detailed circumstances (in particular type of terminal device, software and hardware environment).
§ 7 Liability
(1) Our liability shall be governed by the corresponding provisions in the Order Form and the GTC.
(1) You may transfer rights and obligations arising from or in connection with this contract to third parties only with our express written consent.
(2) An offset against us is only permissible with undisputed or legally established claims.
(3) Amendments and supplements to this agreement must be made in writing. This also applies to the amendment or suspension of this clause.
(4) General terms and conditions issued or sent by you do not apply.
(5) This contract shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated 04/11/1980 (UN Sales Convention).
(6) The German language version of this EULA and the Order Form shall exclusively govern all aspects of this agreement and shall be authoritative for the conclusion of the contract. Other language versions are for comfort and ease of understanding only.
(7) You understand that the software may be subject to export and import restrictions. In particular, there may be obligations to obtain permission or the use of the software or associated technologies abroad may be subject to restrictions. You will comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union, and the United States of America, as well as all other applicable regulations. Our performance of the contract is subject to the proviso that there are no obstacles to performance due to national and international regulations of export and import law or any other statutory provisions.
(8) The place of performance is Munich. The exclusive place of jurisdiction is Munich, provided that each party is a merchant or legal entity under public law.
(9) Should individual provisions of this agreement be invalid, this shall not affect the validity of the remaining provisions. The contracting parties hereby agree to negotiate a substitute provision which replaces the invalid provision with a valid provision comes closest to the legal and economic purpose of the contract. If the negotiations fail, the law applies.
(10) All annexes mentioned in this contract are part of the contract.