Limited License Agreement for the use of the App Culcha (free basic version).
1. Subject of the Agreement
This limited license agreement (this “Agreement”) for the use of the Culcha app (referred to as “Culcha”) is entered into between Culcha UG, Linienstraße 130, 10115 Berlin, Germany, (“Licensor”), and you, the end user (the “Licensee” or “You”). Separately, there is a full version of Culcha (“Culcha Enterprise”), which is only available for purchase by companies under a separate license agreement.
The Agreement becomes effective at the time you download, install or otherwise use Culcha for the first time.
By downloading, installing, or otherwise using Culcha, you agree to be bound by the terms and conditions set forth in this Agreement and the accompanying documentation. Read this Agreement carefully before downloading, installing or otherwise using Culcha. If you do not agree to the terms and conditions set forth in this Agreement, you may not use Culcha.
2. Limited License Granting
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 Culcha in accordance with the terms of this Agreement and the instructions in the Culcha manual or on the “culcha.com” website for the period set forth below.
Culcha 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 Culcha, 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 Culcha (or any elements thereof) or Licensor’s trademark rights or any other trademark right.
5. Software Usage Restrictions
Any use of Culcha 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 Culcha by Licensor.
6. Free trial and full version for companies
The basic version “Culcha ” 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 full version “Culcha Enterprise” requires payment of a fee. “Culcha Enterprise” does not have the limitations present in Culcha, but there may be certain limitations regarding bandwidth, data storage, etc.
For a version without technical and functional limitations of Culcha, please contact firstname.lastname@example.org.
7. Term and Cancellation
The term of this Agreement (the “Term”) and the license granted herein shall commence on the date you first download, install or otherwise use Culcha 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.
Use of ” Culcha Enterprise” is subject to a periodic usage fee, if applicable. The license to use ” Culcha Enterprise” will terminate if you fail to pay such usage fee.
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 Culcha in any form.
Licensee shall destroy all copies of Culcha 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 CULCHA, WHICH MEANS THAT LICENSEE MUST BACK UP ALL DATA STORED IN CULCHA ON ITS OWN DATA STORAGE DEVICES TO AVOID LOSS OF THE DATA WHEN THE LICENSE TO USE CULCHA TERMINATES.
8. Disclaimers by Licensors
To the extent permitted by applicable law, Licensor (and its licensors, where applicable) provides Culcha 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 Culcha or its use will be error-free or that Culcha 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 Culcha and Licensee shall not rely on any such information or representation.
9. Limitation of liability of the licensor
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.
10. Limited Warranty and Licensee’s Claims for Damages
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.
11. Violation of the Agreement
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 Culcha 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.
12. Violation of Third Party Rights
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 Culcha’s content, you may send a notice to email@example.com 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.
13. General Regulations
No oral agreements have been made. This Agreement supersedes all prior agreements between the parties relating to Culcha. 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 Culcha after the deadline and the license will terminate.
The Licensor may revise and modify the version of Culcha 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 CULCHA, YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.