Limited License Agreement for the use of tchop™ (free version) and tchop™ Enterprise
Subject of the Agreement
This limited license agreement (this “Agreement”) for the use of the content management system “tchop™” and “tchop™ pro” (jointly “tchop™”) is entered into between tchop™ GmbH, Köpenicker Str. 148, 10999 Berlin, Germany, (“Licensor”), and you, the end-user (the “Licensee” or “you”).
The Agreement is made effective beginning on the date on which you first download, install or otherwise use tchop™.
By downloading, installing or otherwise using tchop™ you agree to all terms and conditions of this Agreement or in the accompanying documentation. You should read this Agreement carefully before downloading, installing, loading or otherwise using tchop™. If you do not agree with the terms and conditions set forth in this Agreement you are not authorized to use tchop™.
Grant of Limited License
Subject to your agreement to, and full compliance with, the terms and provisions of this Agreement, Licensor hereby grants to Licensee a limited, personal, non-transferable and non-exclusive right (the “License”) during the Term, as defined below, to use tchop™ pursuant to the terms set forth in this Agreement and the instructions provided in the manual of tchop™ or on the website “tchop.io”.
Intellectual Property Rights
tchop™ and all copyrights, trademarks and all other intellectual property rights related thereto are owned by Licensor (or its licensors, as applicable) and are protected by German and international copyright law, trademark, patent and other applicable law. Licensee shall have no ownership or intellectual property rights in tchop™, including, without limitation, all copyrights related thereto.
Reservation of Rights
Licensor (or its licensors, as applicable) expressly reserves all rights not granted in this Agreement. You are not receiving any right or license hereunder to copy, distribute, publicly perform, display or make any other use of tchop™, or any element thereof, or the trademarks or any other trademark of Licensor.
Software Use Restrictions
Any use by Licensee of tchop™ not expressly permitted 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, such as trademark and copyright notices, affixed by Licensor on or within tchop™.
Use of Third Party Content
You may display, store, link or otherwise use third party content using tchop™.
You are only allowed to store, display, link or otherwise use third party content in connection with tchop™ if and to the extent the owner(s) of rights of such content has entitled you to such use. You are entirely responsible for such entitlement by yourself.
You must not use any content in connection with tchop™ if such use infringes or violates any third party rights (including without limitation copyright, trademark, personal or moral rights).
Licensor does not and cannot check your entitlement for the use of third party content and hereby expressively disclaims any liability for such entitlement.
You shall not use any third party content in connection with tchop™ which is: offensive, defamatory, libelous, obscene, pornografic, sexist, racist, false or misleading, otherwise illegal, unlawful or immoral.
Any such use is a material breach of this agreement. In such cases licensor reserves the right to remove any such content or to terminate the agreement.
Use of User Generated Content (UGC)
You may generate, display, store, link, distribute (including post) or otherwise user self-created (user generate) content (”UGC”) using tchop™.
You should carefully consider which UGC you distribute as this decision is final in many ways and cannot be reverted.
If you post ugc in tchop™ you thereby give licensor and/or other users of tchop™ a license in such usg pursuant to the Creative Commons Attribution-Noncommercial-Noderivs 3.0 Unported License.
Licensor does not and cannot:
control the use of UGC by other users of tchop™ and/or third parties; or
prevent and/or prohibit the display, store, link, distribution or other use of UGC by other users of tchop™ and/or third parties once you have posted it.
Licensor hereby expressively disclaims any liability for any and all use of your ugc by other users of tchop™ and/or third parties.
You shall not use any ugc in connection with tchop™ which is: offensive, defamatory, libelous, obscene, pornografic, sexist, racist, false or misleading, otherwise illegal, unlawful or immoral.
Any such use is a material breach of this agreement. in such cases licensor reserves the right to remove any such content or to terminate the agreement.
Free Trial Version and Pro Version
The basic version tchop™ is free of charge but may be limited in several regards in the future. For more information on such limitations receive updates about upcoming releases and features.
The upcoming pro version “tchop™ pro” will subject to the payment of a fee. “tchop™ pro” does not include all the restrictions of tchop™ but might still include certain restrictions regarding bandwidth, data storage etc.
For a full enterprise package of tchop™ please contact.
Term and Termination
The term of this Agreement (the “Term”) and the license granted herein begin on the date on which you first download, install or otherwise use tchop™ and shall continue in perpetuity until terminated in accordance with this Agreement.
Licensor reserves the right to terminate the License with thirty (30) days notice to be announced on Licensor’s websites or communicated otherwise.
Notwithstanding anything to the contrary herein this Agreement and the License granted to you herein shall immediately terminate, without the requirement of any notice from Licensor to Licensee, upon Licensee’s failure to comply with or breach of any term or provision of this Agreement.
The use of “tchop™ pro” might be subject to a periodical usage fee as set forth on the website “URL”. The license for “tchop™ pro” expires if you stop paying such periodical fee.
Upon the termination or expiration of this Agreement, any and all rights of Licensee hereunder shall terminate without prejudice to any rights or claims Licensor may have. Licensee shall have no right to use tchop™ in any manner after termination. Licensee shall immediately destroy all copies of tchop™ in its possession, custody or control, and all rights granted hereunder shall revert, without notice, to and be vested in Licensor.
Termination of this Agreement shall not create any liability against Licensor and shall not relieve Licensee from any liability which has arisen prior to termination.
Licensor does not assume any liability for data stored using tchop™ so licensee must back up all data stored on tchop™ on its own data storage devices to avoid losing the data when the license for using tchop™ ends or otherwise.
Disclaimer of Warranties by Licensor
To the maximum extent allowed by applicable law, Licensor (and its licensors, as applicable) provides tchop™ to the Licensee “as is” and without warranty of any kind (express, statutory, implied or otherwise), including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Licensor (and its licensors, as applicable) does not warrant that tchop™ or the operation thereof will be free of errors or that tchop™ will meet special requirements of Licensee. No oral or written information or advice given to the Licensee by Licensor (and its licensors, as applicable) and/or any Licensor employee, representative or distributor will create a warranty for tchop™ and Licensee may not rely on any such information or advice.
Limitation of Liability of Licensor
To the maximum extent allowed by applicable law, Licensor is liable for damages, regardless on which legal basis (be it contract, tort or otherwise), only if:
such damages are cause by violation of essential obligations of the Agreement (Kardinalpflichten) for Licensor’s negligence or intent (Verschulden) which endangers the purpose of the Agreement; or
such damages are cause by Licensor’s gross negligence or intent.
- If Licensor is liable for the violation of an essential obligation of the Agreement without acting with gross negligence or intent then the liability is limited to the payment received by Licensor from Licensee.
- If Licensor is liable for damages pursuant to Section 11.2 above for gross negligence or intent of Licensor’s staff other than the managing directors then the liability is also limited to the amount set forth in Section 11.2.
- Licensor is not liable for indirect or consequential damages (Mangelfolgeschäden), loss of profits or frustrated costs if such damages are not a result of gross negligence or intent of Licensor’s managing directors.
- The exclusion or limitation of liability pursuant to this Section 11.4 also applies with respect to claims against Licensor’s staff or contractors.
- The liability of Licensor with respect to death, bodily injury or health, a guarantee by Licensor (if any) or pursuant to the Product Liability Act (Produkthaftungsgesetz) shall remain unaffected.
- If Licensee is also liable for certain damages then Licensee shall bear an amount of such damages in accordance to its contributory negligence (Mitverschulden). With respect to the other party’s responsibility to reduction of damages (Schadensminderungsobligenheit) the relevant party is responsible for regular back-ups of its data and in case of an assumed bug shall take all further reasonable measures. In case of loss of data Licensor is thus liable only to the extent that such loss of data would have occurred in case of a due data back-up as well.
License’s Warranties and Indemnification
Licensee warrants and represents that:
Licensee has full legal rights and authority to enter into and become bound by the terms of this Agreement;
Licensee has full legal rights and authority to exercise Licensee’s rights granted herein and to comply with Licensee’s obligations hereunder;
Licensee will comply, at all times during the Term, with all applicable laws.
Licensee hereby agrees to indemnify, defend, and hold harmless Licensor and/or their successors, assigns, officers, directors, employees, agents, representatives and licensees (but excluding Licensee) from and against all damages, claims, losses, causes of action and lawsuits arising from and/or relating to a breach of this Agreement by Licensee.
Breach of the Agreement
In the event of a breach of this Agreement by Licensor, Licensee’s sole remedy shall be limited to the termination of this Agreement by delivering written notice of termination to Licensor. Licensee hereby waives any right to seek injunctive relief.
In the event of a breach by Licensee of this Agreement, Licensor (and its licensors, as applicable) may pursue all remedies to which Licensor is entitled under applicable law and/or this Agreement, including without limitation the compensation for any and all damages which may arise in connection with such breach.
Licensee agrees that Licensee’s unauthorized use of tchop™, or any part thereof, may immediately and irreparably damage Licensor such that Licensor could not be adequately compensated by a monetary award, and in such event (at Licensor’s option) Licensor (in addition to all other remedies available including a monetary award) shall be entitled to injunctive relief without the necessity of Licensor posting a bond or other security.
Violation of Third Party Rights
To the maximum extent allowed by applicable law, Licensor shall not be liable for content by users or other third parties. However, if you think that your rights (copyrights, trademarks, personal rights etc.) are violated by content on tchop™ you may send a notice to firstname.lastname@example.org setting forth:
the rights your claim (with registration number in case of registered rights),
the exact location where the allegedly violating content can be found (text, user etc.).
Licensor will review the issue and may remove or limited the content.
Oral agreements have not been made. This Agreement supersedes all prior agreements made between the parties regarding tchop™. This Agreement reflects the entire agreement and understanding of the parties with respect to its subject matter.
Licensor may revise this Agreement at any time with thirty (30) days’ notice on its website or otherwise. If you do not agree with the revised Agreement you shall not be allowed to use tchop™ anymore after such notice period and the License shall end.
Licensor may at any time revise and alter the version of tchop™.
This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Licensor and Licensee.
If any provision of this Agreement shall be found to be invalid or unenforceable for legal or factual reasons the invalidity or unenforceability of such provisions 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 substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic and legal objective of the Agreement. This applies also in case of an omission or invalidity of the whole Agreement.
Licensor’s waiver of a breach of any provision to this Agreement will not constitute a waiver of any other breach.
This Agreement shall bind and inure to the benefit of Licensor, its successors and assigns and Licensor may assign its rights hereunder in Licensor’s sole discretion. This Agreement is personal to Licensee, and Licensee shall not sublicense, assign, transfer, convey nor franchise its rights granted hereunder.
This Agreement is governed and construed by the laws of the Federal Republic of Germany. Place of performance and jurisdiction shall be Berlin.
The provisions of this Agreement which by their terms or sense are intended to survive shall survive cancellation, expiration or termination of this Agreement.
Licensor’s licensors shall be third-party beneficiaries under this Agreement and shall have the express right to enforce its provisions and to enjoy the benefits of its protections.
by accepting below, you agree to be bound by the terms and conditions of this agreement.