License Terms - xSuite Software License (Subscription)
The following License Terms (the “Terms”) are a legally binding part of your Agreement with your Licensor, which is an official sales partner (“Licensor”) of xSuite Group GmbH (“xSuite”). The Licensor is obligated to forward these Terms to the End User.
The Terms govern the temporary use of software products as a subscription to xSuite by the End User (“Licensee”) with regard to the services offered by the Licensor.
1.0 Services
1.1 This Terms apply to all (i) subscriptions to use xSuite’s standard software products (each a “Software“) with which the Licensee may process a specifically agreed number of documents (each processing a “Document Transaction“), (ii) additional functional enhancements for certain Software (each an “Add-On“), (iii) all associated updates and new versions.
1.2 The following deployment models (each a “Deployment Model“) are available for the Software: (i) deployment on dedicated servers (each a “Server“) to be operated by or on behalf of the Licensee (“On-Premise“), (ii) deployment as a cloud computing service over the Internet in a (dedicated) single-tenant environment in a third party data center (“Private Cloud“) and (iii) deployment as a cloud computing service provided over the public Internet in a third party data center (“Public Cloud“). For certain Software, combined On-Premise and Public Cloud deployment is possible (“Hybrid Use“). Hybrid Use has to be agreed in the respective Order between Licensee and Licensor.
1.3 The scope of functions, services and features of the respective Software, including available Add-Ons, and the Deployment Models are specified in the corresponding service description. Depending on the Deployment Model, there may be restrictions on certain features of a Software in individual cases.
2.0 License Grants and Restrictions
2.1 In case of a Private Cloud or Public Cloud deployment of the Software, xSuite grants the Licensee a non-exclusive, non-transferable license, without sublicense rights, limited to the term of the Licensee’s corresponding Order with the Licensor (“Order”), to use the Software and any Add-Ons agreed for this purpose for the agreed number of Document Transactions and to access the Software or the Add-Ons accordingly. One (1) “Document Transaction” includes running the data extraction, business process and archiving of the same document through the Software, whereby the start of a Document Transaction counts as using the Software for one (1) Document Transaction already.
2.2 In case of an On-Premise deployment of the Software (including Hybrid Use, as far as On-Premise is concerned), xSuite grants the Licensee a non-exclusive, non-transferable license, without sublicense rights, limited to the term of the corresponding Order Schedule, (i) to install and use the Software and any Add-Ons agreed for this purpose in executable format for the agreed number of Document Transactions on a number of Servers (bare-metal or virtual machine (VM)) corresponding to the number of agreed Server Licenses. The Licensee shall also always provide the Licensor or rather xSuite with the current identification numbers/information of each Server on which Customer will install the Software. Each Server License for On-Premise deployment may only be individually assigned to a specific Server and may only be used with such Server. Any modification or replacement of such assigned Server requires deletion of the Software from the previous Server. For the avoidance of doubt, the aforementioned restrictions and obligations shall also apply if the Licensor runs the Software on an SAP system (identified by an SAP installation number = client) that is installed at SAP Deutschland AG & Co. KG or an SAP subsidiary or group company.
2.3 The Licensee, including its employees or dedicated third parties for the purpose of processing documents on behalf of the Licensee, is permitted to use or access the Software, documentation, and/or other materials provided by xSuite under the Order, as expressly permitted by this Terms or applicable Order and the Licensee is not allowed to permit any other person to use it beyond this scope. In particular, the Licensee shall not, except as expressly permitted by this Terms or the applicable Order, nor shall it permit any other person (including its employees) to:
(i) reverse engineer, decompile or otherwise attempt to discover the source code of or trade secrets embodied in the Software, or any portion thereof, as far as these are not disclosed by xSuite,
(ii) distribute, transfer, or grant sublicenses to the Software, or documentation, including, but not limited to, making the Software available (i) through resellers or other distributors, or (ii) as an application service provider, service bureau, or rental source,
(iii) create modifications to or derivative works of the Software,
(iv) attempt to modify, alter, or circumvent the license control and protection mechanisms within the Software,
(v) reproduce the Software except that the Licensee may make up to two archival copies of the Software solely for backup purposes, if the Licensee has licensed them for On-Premise deployment,
(vi) access or use the Software in violation of any applicable law, rule, or regulation,
(vii) access or use the Software in any manner or for any purpose that infringes, or otherwise violates any intellectual property right or other right of any third party,
(viii) use, install, execute or otherwise use the Software by way of On-Premise deployment with or on more Servers than Server Licenses are licensed, or
(ix) remove, obscure, or alter any copyright notices or any name, trademark, service mark, tagline, hyperlink or other designation included on any display screen within the Software.
2.4 In case of a use of the Software as Private Cloud or Public Cloud, the Licensee grants xSuite a right of use to data and/or documents of the Licensee (together “Customer Data“) to the extent necessary for xSuite to fulfill its obligations under the Order or rather to the Licensor. This right of use also includes the right to catalog the Customer Data, to make the Customer Data accessible to the Licensee in the event of queries by the Licensee via the Internet, to subject it to technical format conversions (renditions), to reproduce and transmit it and to make it available to third parties. The Licensee grants xSuite the right to use the Customer Data stored by the Licensee on the Server in order to optimize technical processing of xSuite’s software products in anonymized form.
2.5 Insofar that the provision of the Software On-Premise is agreed in an Order, the Licensee shall immediately upon termination of such Order irrecoverably delete or destroy all instances of the Software in its possession or under its control (if any) that relate to such Order.
2.6 Insofar as the provision of the Software as Private Cloud or Public Cloud is agreed in an Order, xSuite shall be entitled to block the Licensee’s access to the Software after termination of this Order. xSuite will archive the Customer Data free of charge for fourteen (14) calendar days after termination of this Order. After this period, all Customer Data as well as the entire Customer Data database will be permanently deleted. The (entire) Customer Data database may be transferred to the Licensee at any time until the deletion, provided that a separate agreement is concluded between the Licensee and the Licensor or rather the Licensor and xSuite.
2.7 The Licensee acknowledges and agrees that the Software may contain third-party software components. The use of such third-party components is subject to the license terms stipulated by the respective third-party manufacturers. These license terms will be made available to the Licensee at the time of the Order execution with the Licensor. By entering into the contract on the Order of xSuite Software with the Licensor, the Licensee accepts and agrees to comply with all applicable third-party license terms.
3.0 Document Transactions
3.1 If the Licensee exceeds the agreed number of Document Transactions, further Document Transactions are no longer possible. Nonetheless, the Licensee may continue using the Software and license additional Document Transactions (the “Additional Document Transactions“) in blocks of 1000 Additional Document Transactions.
3.2 The Licensee acknowledges and agrees that at the end of each contractual year, the Licensor or rather xSuite on behalf of the Licensor may verify by technical means Licensee’s number of Additional Document Transactions.
3.3 At the end of each contractual year any unused Document Transactions will expire and Licensee may not transfer unused Document Transaction to the then next contractual year.
4.0 Audit Right
Not more than once each contractual year, xSuite reserves the right on behalf of the Licensor to perform an audit to verify that the Licensee is using the Software in compliance with this Terms and any Order. For this purpose, Licensee must provide xSuite with the respective information. Alternatively, xSuite shall have a right to appoint an independent auditor to conduct an on-site audit. The audit will be performed during normal business hours upon not less than fifteen (15) calendar days’ prior written notice to the Licensee (notification via email is deemed sufficient for this purpose). The audit will be conducted at xSuite’s sole cost and expense and will be subject to reasonable security and access restrictions. The Licensee will be permitted to have Licensee personnel present during the audit. If an audit conducted under this Section discloses that the Licensee has underpaid by more than 3% any license Fees payable under any Order during the period covered by the audit, the Licensee will pay the Licensor the amount of that underpayment and, in addition, will reimburse xSuite’s reasonable and actual costs for that audit.
5.0 Miscellaneous
5.1 Should any provision of these Terms be or become, in whole or in part, invalid or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed agreed upon that most closely reflects the economic purpose of the invalid provision. The same shall apply to any gaps in these Terms.
5.2 xSuite reserves the right to amend these Terms from time to time to account for legal, technical or business development. Changes to these Terms will be communicated to the Licensee in a timely and appropriate manner by the respective Licensor. Unless the Licensee objects to the changes within thirty (30) calendar days of receiving the notice, the amended Terms shall be deemed accepted. In the event of an objection, xSuite reserves the right to terminate the usage relationship extraordinarily.