comfortSQL

LICENSE AGREEMENT

mediareif Möstl & Reif Kommunikations-
u. Informationstechnologien OEG

Breitenseerstrasse 110/20/11; A-1140 Vienna;
AUSTRIA
Commercial Register no.: FN 215682 f;
VAT registration no.: ATU 56100203;

Object of Agreement

1.1 Mediareif is the sole owner of all copyrights and patent rights in and developer of the software ComfortSQL Query-Edition, ComfortSQL Developer-Edition, ComfortSQL Crypto-Edition, ComfortSQL Runtime, as well as in ComfortSQL Cryptoruntime (hereinafter collectively referred to as "Software"). The software is distributed by Mediareif themselves or their distribution partners.

1.2 ComfortSQL Query-Edition has been designed for individual database requests and analyses of a relational database management system, ComfortSQL Developer-Edition is a programming tool for SQL statements of a database management system, ComfortSQL Crypto-Edition is a program for client-side encryption of a database management system, ComfortSQL Runtime provides a flexible data model for a database management system. ComfortSQL Cryptoruntime ist a program that can only be used in connection with Crypto-Edition. It performs calculations for the completion of relations-related operations and assigns IDs. The object of this Agreement ("License Agreement") is the supply and transfer of the software specified above under Point 1.2 including a User Documentation that can be purchased by the Client for permanent use, pursuant to the Terms of this Agreement, against a one-off payment.

1.3 For running the software, the following System Requirements must be met:
Intel Pentium with at least 500 MHz or equivalent AMD processor
Main memory: 50 MB
Hard disk storage space: 10 MB
Operating system: Windows XP, Windows Vista, Windows 7, Windows Server 2000, 2003, 2005, 2008, 2010
Database: User credentials for read access must be available. For access via ODBC the required ODBC drivers must be installed.
MySQL: User, Password, Host, Port
MsSQLServer: User, Password, Server
Oracle: User, Password, Service
IBM DB2: User, Password, ServerIP
MsAccess: Directory and name of the MsAccess-Database
SQLite: Directory and name of the SQLite-Datenbank
ForeignKeys: Foreign keys must be defined in the database, e.g. in the constraints or in the table of relations.
Authorization: In order to be able to install the program you must have administrative rights, since an uninstall entry will be generated in the registry in the course of the installation. To run the program you must be permitted to open .exe-files.

2. Delivery

2.1 The Client obtains the software and the respective activation code from the distribution partner or from Mediareif via email. In addition, the Client is provided with a User Documentation in German and English. The User Documentation contains a simple and comprehensible Introduction to using the software, a schematic representation of all functions as well as an Installation Guide.

2.2 Software and User Documentation are delivered by Mediareif electronically via email to the address specified by the Client.
2.3 Further services, in particular the installation and parameterization of the software delivered and training services are not object of this License Agreement.

3. Scope and Limits of Use

3.1 After full payment of the fee specified under Point 7.1, Client obtains the non-exclusive, non-transferable, irrevocable right that is limited to the number of licensed workstations and unlimited in time, for personal use of the software, in particular pursuant to the Terms specified under Points 3 to 5 of this License Agreement.
3.2 Pursuant to the Terms of this Agreement, "Use" refers to any, permanent or temporary, complete or incomplete loading, displaying, running, transferring or saving of the software and data for the purpose of execution. "Use" also includes performing the above mentioned actions for the purpose of observation, investigation, or testing of the software purchased.
3.3 The software is installed on the Client's server and run locally on the client workstations. Upon licensing, Client notifies the producer of the number of clients. A number of clients or users larger than the number specified in the license requires a new / further licensing.
3.4 Client is entitled to reproduce the software only if this is required for the intended use of the software. However, Client is entitled to produce backup copies of the software and the data contained therein, with the number of media kept by the Client or any third party appointed by them being limited to maximum two copies at a time. Backup copies are definitely subject to this regulation.
3.5 Client is allowed to edit or modify the software only in exceptional cases as foreseen by the law for the purpose of troubleshooting or the establishing of interoperability with other computer programs. Client shall inform Mediareif of any related editing or modification need immediately in writing.
3.6 Client is entitled to reproduce and provide the User Documentation for internal purposes, in particular for the training of their own employees, in print and/or in electronic form within their own Intranet. Moreover, Client is entitled to modify the User Documentation to the extent as it is required for adjustment for a permissible editing or modification of the software. Publishing the User Documentation for third parties is not permitted.

4. Documentation of Use

Client shall keep copies of the software safely and take the respective precautions to prevent unauthorized use by third parties. Client is obliged to keep a complete and updated list of places (offices, business premises, branch offices) and servers or other central data processing equipment, where the software is used, both in its edited and modified version. Client shall inform Mediareif hereof in writing, without being asked, and make the respective documents available for inspection.

5. Protection of the Software

5.1 Both the software and the User Documentation are protected by copyright and patent right. Irrespective of any user rights granted by this License Agreement, the manufacturer holds all rights in the software and the User Documentation, including all copies or partial copies made by Client. Client's ownership in data carriers, data storages or other hardware shall not be affected hereof.
5.2 Client shall keep all trademark- and name registrations contained within the software and the User Documentation made out to the manufacturer as well as other legal reservations unchanged. This information shall be included unchanged in reproductions of the software and the User Documentation, in particular in backup copies made by Client, as well. The same applies to edited or modified versions of the software and the User Documentation.
5.3 Client is not entitled to sell, provide for use or make available, in particular to lease or distribute the software including any permitted editing or modification, neither in its original version nor in complete or partial copies, to third parties, for a limited period of time or free of charge, or in whatever way. Client's employees or other persons shall not be considered third parties as long as they are using the software and the User Documentation at the Client's premises in accordance with this Agreement and if licenses have been purchased for the corresponding number of employees (Users).
5.4 Prior to the destruction or selling or any other passing on of data carriers, data storages and other hardware, Client shall completely delete the software or User Documentation contained therein.

6. Maintenance Services

Mediareif offers its clients free support for the period of one year from the date of purchase. This support includes the provision of updates, provided that Mediareif issues any updates in the respective year. Moreover, Mediareif provides free technical Fair Limit Support. In the case of inappropriate use of this support by Client, Mediareif is entitled to discontinue the free support, or invoice charges, upon notice, respectively.

7. License Fee

7.1 The license fee shall be paid directly to the distribution partner or, in the case of direct purchase, to Mediareif. Payment must have been made in full at the point of delivery.
7.2 The right to set off is excluded.

8. Duty to Examine and Notify; Warranty

8.1 The contracting parties agree that it is not possible to develop software in a way that it is error-free for all conditions of use.
8.2 Mediareif guarantees for the licensed software that it has been produced lege artis, that it complies with all indications contained in the documentation in its version effective at the point of delivery that has been provided for the Client prior to concluding this License Agreement, and that it basically performs all functions quoted therein in the system environment specified in more detail under Point 1.3. Mediareif is not liable for the interoperability with software or databases that do not or, after editing, no longer comply with industry standards.
8.3 Client agrees to examine the software and the User Documentation within 14 (fourteen) days after delivery pursuant to § 377 UGB (Company Code) for completeness and functionality. Should defects be detected in the course of this examination, Client is obliged to notify Mediareif immediately, but no later than within seven further days, Client shall submit a written notice of defects, with exact specification of the detected defects, so that Mediareif will be able to proof whether the software shows the indicated defects indeed. Client is particularly obliged to provide Mediareif with verifiable documents concerning the type and occurrence of deviations from the documentation or the functions specified under Point 1.2, respectively, and to cooperate in troubleshooting, in particular by providing any required information.
8.4 In the event that the notice of defects does not comply with the above specified requirements, the remedy period shall not commence pursuant to Point 8.5.
8.5 In the event of defects covered by warranty, and upon written notice of defects by Client, Mediareif is obliged to remedy or new delivery of a software free of defects within a reasonable period of time. In the event that defects could not be remedied or if the software delivered still contains the defects that have been given notice of, Mediareif shall be entitled and obliged, upon Client's written notice of the defects still existing, to make a further attempt of remedy or to deliver a software free of defects within a reasonable period of time.
8.6 In the event that these measures are not suitable to remedy the defects and if both attempts at improvement have failed or have not been made within a reasonable period of time, Client shall be entitled to reduce the license fee or, in the case of severe defects, to withdraw from this License Agreement. A defect shall not be considered a severe defect if it does not affect the contractual use of the software significantly.
8.7 The warranty period for Client's claims arising from infringement of the warranty obligation shall commence, pursuant to this Point 8, irrespective of the obligation to inspect the software according to Point 8.3, for the duration of 12 (twelve) months, on the day of delivery. The burden of proof rests with Client for all warranty requirements, in particular for the actual existence of any defect(s) and the timeliness of the notification of defects.
8.8 Client shall lose all claims for warranty in the event that they have edited or modified the software arbitrarily. Warranty does not apply to defects that have been caused by using the software under conditions deviant from those intended and described in the User Documentation. This applies in particular to defects that result from interfacing the software with third-party software. The burden of proof rests with Client to demonstrate that the defect has not been caused by a deviation from the conditions intended for use. Moreover, the obligation to remedy defects shall not apply to defects that have been caused by Client by disregarding the instructions contained in the User Documentation. Furthermore, Mediareif's warranty obligation shall be excluded for defects detected in computer hardware and software not delivered by them, and which have occurred before the interface with Mediareif's software; as well as for interoperability with other computer programs. In this context, however, Mediareif shall warrant the correctness of the parameters indicated in the User Documentation for such connection.
8.9 In the event that the supplied User Documentation or Installation Instructions turn out to be defective, Mediareif shall only be obliged to deliver a User Documentation or Installation Instructions free of defect; in the case of Installation Instructions only if the defect detected in the Installation Instructions is impeding the proper installation of the software.

9. Third Party Rights

9.1 Mediareif declares that the software is based on patents and that it has been developed by Mediareif independently. There are no further legal guarantees.
9.2 The contracting parties shall notify each other immediately in writing in the event that claims are asserted to them due to the infringement of intellectual property rights.
9.3 In the event that claims of violation have been asserted or are to be expected according to Mediareif, Mediareif shall be entitled to modify or exchange the concerned part of the software at their own expense. Should this or obtaining a right of use not be possible with measures deemed reasonable by Mediareif, Client shall return or destroy the original and all copies of the concerned part of the software, upon Mediareif's request.
9.4 To the extent legally permitted, all of Mediareif's obligations regarding the infringement of intellectual property rights are herewith definitely regulated under exclusion of any further obligations.

10. Limitation of Liability

10.1 Mediareif shall be liable for damages only to the extent that intent or gross negligence is proven, in the context of the legal provisions. Any further liability for negligence is excluded, except for the case of physical injury.
10.2 Compensations for consequential damages, lost profits, savings not realized, losses of interest and damages resulting from third parties' claims against Client are excluded. Compensation for damages resulting from the loss of data or destruction of the software as well as its recovery shall be subject to the above-mentioned limitations and shall only be paid in the event that such a loss could not have been prevented by proper data backup measures, in particular by regular backups and exports on the Client's part.
10.3 Mediareif's liability for damages beyond the Terms specified under Points 10.1 and 10.2 is excluded to the extent legally permitted.
10.4 These Limitations of Liability shall apply correspondingly in favor of Mediareif's agents and employees, respectively, pursuant to § 1313a ABGB (General Civil Code), as well.
10.5 All claims for compensation are numerically limited to the amount received.

11. Jurisdiction, Choice of Law, Severability Clause, Final Provisions

11.1 This License Agreement contains all agreements entered into by the contracting parties with regard to the object of this Agreement. Any changes and amendments to this agreement, including this Term, have to be made in writing in order to become effective.
11.2 Should any of the Terms of this License Agreement or its appendices be, or become, fully or partially invalid or unenforceable, the legal validity and enforceability of the other terms and appendices of this License Agreement shall not be affected by this. The invalid or unenforceable term is to be replaced by a provision that is as close as possible to the invalid or unenforceable provision in economic terms; the same applies for lacunas in this License Agreement or any of its appendices.
11.3 The contracting parties' General Terms and Conditions are not integral part of this License Agreement, unless both parties consent explicitly in writing. In this case, the Terms of this License Agreement shall have priority over deviant or contrary terms of the General Terms and Conditions.
11.4 The exclusive jurisdiction for any disputes arising from or in connection with this License Agreement, including disputes related to the revocation of or rescission against this License Agreement shall be the competent court in Vienna.
11.5 This License Agreement as well as any disputes from or in connection with it shall be governed by the laws of the Republic of Austria, under explicit exclusion of UN Purchase Law (CISG) and of all terms of international private law and conflict-of-law rules.