Private Packagist Self-Hosted Trial License Agreement

The parties:

Packagist Conductors GmbH
Friedrichstraße 114a
10117 Berlin
Germany
represented by its managing directors,
Mr Nils Adermann and Mr Jordi Boggiano;

hereinafter: the “Licenser”

and

You, or if you are entering into this agreement on behalf of a company or other legal entity, and you represent that you have the legal authority to bind the entity to this agreement, the entity you represent.

hereinafter: the “Licensee”

enter into the following agreement:

(1) The subject matter of this agreement shall be the granting of rights of use and exploitation to the trial version of the Private Packagist Self-Hosted software (“Subject Matter of the Licence”) by the Licenser to the Licensee.

(2) The Licenser shall provide the Licensee with a licence key for the software for a (trial) period of four weeks free of charge. Any warranty on the part of the Licenser for the trial period of time shall be excluded; the liability of the Licensee shall be governed by section 3.

(3) The grant of rights is limited to the installation of the Subject Matter of the Licence on the computer system held in the direct possession of the Licensee, to the generation of the number of authorisations (user accounts) included in the licence key, it is limited in time according to Para. 2.

(4) The Licenser does not have to provide bug fixes and updates to the software during the trial period.

(1) The Licenser shall surrender to the Licensee by e-mail a licence key in a machine-readable form which shall be suitable for exercising the rights of use and utilisation granted in the present agreement. The parties shall agree on the registered office of the Licenser as the place of performance for the handover of the Subject Matter of the Licence. The Licensee shall bear any and all costs and risks associated with such handover.

(2) The Licensee shall be responsible for making available the system environment in accordance with the requirements as laid down in the documentation of the software.

(3) The Subject Matter of the Licence shall be installed by the Licensee. To this end, the Licensee must install freely available software both beforehand and at the same time. The specifications of the software to be installed at the same time are also laid down in the documentation of the software.

(4) Use of the software for the individual accounts (users) shall then be effected using a web browser, meeting the requirements of the software.

(1) The Licenser shall be liable pursuant to the present agreement only in accordance with the following provisions set forth in (a) to (e):

(a) For any damage caused by the Licenser, the latter’s legal representatives or executive employees through intent or gross negligence, the Licenser shall be liable without limitation; the Licenser shall likewise be liable without limitation for any damaged caused through intent by any other auxiliary agents; the liable for gross negligence on the part of any other auxiliary agents shall be governed by the regulations laid down below in (e) for slight negligence.

(b) For any damage arising from the violation of life, body or health, the Licenser shall be liable without limitation, provided that the Licenser itself, the latter’s legal representatives or auxiliary agents act with intent or in a negligent manner.

(c) The Licenser shall be liable for any damage caused by the lack of any warranted characteristics up to the amount comprised by the purpose of the warranty, provided that such purpose has been apparent to the Licenser at the time the warranty was granted.

(d) The liability of the Licenser in accordance with the German Product Liability Act shall remain unaffected.

(e) The Licenser shall be liable for itself, its legal representatives or auxiliary agents in case of any damage resulting from the violation of any cardinal obligations; cardinal obligations shall be such essential obligations that form the basis of the present agreement, which had been decisive for the conclusion of the present agreement and on whose fulfilment the Licensee may rely. In the event that the Licenser has violated such cardinal obligations in any slightly negligent manner, the Licenser's liability shall be limited to such amount that had been foreseeable for the Licenser at the time when the respective service has been rendered.

(2) The Licenser shall be liable for the loss of any data only up to such amount that would have been incurred for the restoration of such data, provided that the data has become subject to proper and regular backups.

(3) Any further liability of the Licenser in terms of substance shall be excluded.

(1) The parties shall be obligated to keep strictly confidential and to maintain silence with regard to any and all confidential information, personal data and business secrets of the respective other party, in particular any such information that is made available by the Licensee to the Licenser in connection with the present agreement in the form of specifications, or any other data which becomes known to the Licenser within the framework of the present agreement (“Confidential Information”); this obligation shall also apply beyond the term of the present agreement. The parties shall also be obligated, in particular, to neither make the Confidential Information as well as the present agreement accessible to nor to forward them to any third parties.

(2) To the extent that any selected employees or auxiliary agents of either party get in touch with the Confidential Information, any personal data and/or any business secrets of the other party and/or of the latter’s customers in accordance with the intended use, they shall be obligated to likewise comply with the confidentiality obligations regulated in the present agreement. The obligation to maintain confidentiality shall also continue to apply after the termination of the present agreement for a period of three additional years.

(3) The confidentiality obligation of the parties shall not cover any such facts and/or documents:
1. that are already generally accessible or known at the time of their disclosure by the other party, without this being based on any violation of either party of this confidentiality obligation;
2. if the other party has given its written consent beforehand that such facts and/or documents may be disclosed;
or
3. if this is required from any legal point of view on account of any official or judicial order or any obligation to provide information vis-à-vis any public authority. In the event that this prerequisite has been met, the party in question shall notify the other party thereof to the extent that this is legally permissible.

(1) Any modifications made to the present agreement shall require text form to become effective. The same shall also apply to the alteration of this written form requirement.

(2) The ineffectiveness of individual regulations of the present agreement shall not result affect the effectiveness of the remaining regulations.

(3) The laws of the Federal Republic of Germany shall apply, to the exclusion of the CISG (United Nations Convention on Contracts for the International Sale of Goods dated 11/04/1980).

(4) The parties shall agree on the registered office of the Licenser as the exclusive place of jurisdiction for any and all disputes from and in connection with the present agreement, provided that the Licensee is a businessperson within the meaning of the German Commercial Code or the Licensee does not have a registered office within the Federal Republic of Germany at the time the legal action is taken.