# JS7 JobScheduler Commercial License

1. GENERAL

   This Software License Agreement (hereinafter "this Agreement") is a legal agreement between you, the customer or licensee (either an individual or a legal entity that directly or indirectly acquires this Software for installation on its application/system) and Software- und Organisations-Service GmbH (hereinfater "SOS"). The copyright of this software (hereinafter "the Software" or "JobScheduler") and its associated documentation (including any files, source code, images, photographs, animations and text incorporated into the Software) as well as any accompanying written materials is owned by SOS ("the Owner" or "SOS") whose registered office is at Giesebrechtstr. 15, D-10629 Berlin, Germany, and is protected by German copyright laws and regulations and, as far as these are implemented into German law, by international treaties.

   By downloading, installing, copying or otherwise using the Software, you agree with the Owner to be bound by the terms and conditions of this Agreement, which will govern your use of the Software. If you do not agree to this Agreement, do not download, install or use the Software. Any offence against this Agreement will be prosecuted to the fullest extent of the law. You will be held responsible for any employees or users who receive the Software and in turn make unauthorized copies.

   You may copy the Software to another disk or media, for the purpose of backup protection only in the event of a system wide crash. Installation of the Software onto a system that you use means, that you have accepted and agreed to the terms that govern the use of copyrighted software.

   Should one of the provisions of this Agreement be or become ineffective, this shall not affect the validity of the remainder of this Agreement.

   You should carefully read the following terms and conditions before using the Software.

2. GRANT OF LICENSE

   SOS grants to you and you accept, subject to the terms and conditions set out in this Agreement, a nonexclusive, non-transferable, non-sublicensable, and revocable right to use the Software solely and strictly in accordance with the following conditions and restrictions. You hold full responsibility for assuring that all users of the Software provided access under the provisions of the Software license adhere to all provisions and prohibitions of this Agreement.

   Server License. Use the Software on 1 (one) physical or virtual machine in an Intranet/Extranet, or over an Internet installation. The use is limited to the number of server licenses bought with/for the Software. Absent a purchase of additional server licenses, this Software may be used only on the licensed physical or virtual machine. One server license is required for each physical or virtual machine running your application/system which embeds JobScheduler. Licenses for additional servers can be bought from SOS. It does not matter how JobScheduler is technically separated from your application/system. Regardless of where or how JobScheduler is loaded, all servers that serve the application/system which embeds JobScheduler must be licensed. A server license includes access for an unlimited number of users to connect from either inside the corporate local area network (LAN), wide area network (WAN), or outside the firewall.

   Disaster Recovery. The only permissible exception to the above requirements for a server license is a disaster recovery environment for which the Software is installed but is not operated in parallel to a licensed primary environment. If the Software is used in a disaster recovery environment, the licensee may use the Software on a temporary basis only for the time that a disaster situation is in place. The Software may not be operated in both the primary environment and the disaster recovery environment. In addition, the number of CPUs/Cores in the disaster recovery environment may not exceed the number of CPUs/Cores on the licensee’s primary enviornment. In this configuration, the disaster recovery environment does not require an additional server license. Any other configurations require to license any machines or servers as usual.

   You are not permitted to:

   (a) make copies of, or distribute any parts of the Software.

   (b) rent, lease, sublicense, loan, copy, modify, alter, adapt, merge, translate, reverse engineer, decompile, or repackage the Software into another product, or to disassemble it or create derivative works, based on the whole, or any part, of the Software or its associated documentation. Reverse engineering and modification however is permitted for those parts of the Software that are based on third party libraries, which are licensed under a different license, but only if required by that license or in case of statutory provisions.

   (c) copy the Software for the purpose of illegal distribution.

   SOS will provide you with an unlock key which enables the use of the Software license. The information contained in the unlock key will include among others the type of license and the number of licensed servers. You might also have to provide the names of the machine on which the Software will be installed. SOS further reserves the right to introduce and use appropriate license enforcement techniques in its software, which are designed to prevent illegal use or distribution of the Software. The license enforcement techniques might require activation of the Software license. This will not require establishing a temporary network connection to a SOS web service. SOS reserves all rights to modify the license enforcement techniques used in the Software at any time.

   If you possess an evaluation or demonstration license of the Software, you may download, install and use the Software on your machine for evaluation or demonstration purposes only. You are not allowed to use the evaluation or demonstration license for commercial or production purposes. The evaluation and demonstration licenses might be time limited and may include other restrictions in terms of functionality.

   Application Service Provider (ASP). An ASP is a service firm which deploys, manages, and delivers application capabilities to multiple entities from a data centre, across a wide area network, and/or through centrally-located machine(s) or server(s) under a "rental" or lease agreement, free of charge or at cost. Except for the limitation described below, the server license of the Software can be utilized as part of an ASP service offering whereby you provide web-based software and hosting of that software for use by third parties for a fee or free of charge.

   Limitation of ASP utilization. You are not permitted to use the server license of the Software as part of your ASP service in order to offer job scheduling functionality, which substantially duplicates the functionality of the Software. JobScheduler functionality as part of any kind of ASP offering is only permitted as long as the JobScheduler functionality remains an inferior functionality as part of a superior ASP feature set and/or service.

3. FEES

   All of your rights und the Software license are contingent upon your payment of all applicable license fees. If such fees have not been paid prior to your acceptance of the Software license, you agree to pay such fees promptly thereafter and before using the Software.

4. SUPPORT AND MAINTENANCE

   SOS offers different service and maintenance levels, you may elect to purchase support in addition to the Software license. Further information pertaining to the available service levels and pricing are available on the following separate documents:
   - JobScheduler Price List (current as of 27th of July, 2021)
   - JobScheduler Service Levels (current as of 27th of July, 2021)

   The purchase of licences and any of the support levels only covers services as described in the above documents. Technical support only covers issues or questions resulting directly out of the operation of the Software and SOS will not provide you with generic consultation, assistance, or advice as a part of the purchased licences or support under any circumstances. If any such services such as consultation are required, this will be regulated in a separate agreement.

   Updating the Software may require the updating of software not covered by this Agreement before installation. Updates of the operating system and application software not specifically covered by this Agreement are your responsibility and will not be provided by SOS under this Agreement.

   SOS' obligations under this Article 3 are contingent upon your proper use of the Software and your compliance with the terms and conditions of this Agreement at all times. SOS shall be under no obligation to provide the above technical support if, in SOS' opinion, the Software has failed due to the following conditions: (i) damage caused by the relocation of the Software to another location; (ii) alterations, modifications or attempts to change the Software without SOS’ written approval; (iii) causes external to the Software, such as natural disasters, the failure or fluctuation of electrical power, or computer equipment failure; or (iv) your failure to maintain the Software at SOS' specified release level.

   It will be your responsibility to: (i) comply with all SOS-specified operating and troubleshooting procedures and then notify SOS immediately of the Software malfunction and provide SOS with complete information thereof; (iii) provide for the security of your confidential information; (iv) establish and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or programs.

5. TERM

   This Agreement is effective until you terminate it by destroying the Software and/or its documentation, together with all copies. This agreement will also terminate if you fail to abide by its terms. Upon termination, you agree to destroy all copies of the Software, and its documentation, including any of the Software stored on the hard disk of any server/computer under your control.

   The use of the Software and all your rights under this Agreement are contingent upon your payment of all applicable license fees. Any use of the Software without paying the applicable license fees is a breach of this Agreement and results in termination of the Software license.

6. OWNERSHIP

   The Software is licensed to you. You do not own it. The Owner shall at all times retain ownership of the Software as well as all subsequent copies thereof, regardless of form or storage medium. The owner also retains the title, and all proprietary rights to the Software, including, but not limited to, all patent, copyright, trade secret, service marks, registered service marks, trademark or registered trademark rights.

   You agree to protect the confidentiality of the Software, the documentation as well as any accompanying written materials. You agree that you will not provide a copy of the Software or documentation or any accompanying written materials nor divulge any proprietary information of SOS to any person, other than your employees, without the prior consent of SOS. You shall use the best efforts to see that any user of the Software licensed hereunder complies with all provisions and prohibitions this Agreement. The Software may include third party libraries which may be licensed under different license terms included in the Software distribution package. You must accept and comply with those third party license terms.

7. HIGH-RISK-ACTIVITIES

   The Software is not designed or intended for use in hazardous environments requiring failsafe controls, including without limitation operation or maintenance of any nuclear facilities, online control of aircraft, air traffic, aircraft navigation or aircraft communications, and life support or weapons systems, in which the failure of the Software could lead to death, personal injury, or serve physical or environmental damage. SOS specially disclaims any express or implied warranty of fitness for such high-risk activities.

8. ASSUMPTION OF RISK

   You acknowledge that due to the complexity of the Software, it is possible that use of the Software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption. The warranties provided in this License do not cover any damage or losses resulting from data loss or corruption.

9. DISCLAIMER OF WARRANTY

   THE OWNER DOES NOT GUARANTEE THE FOLLOWING: THAT THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS, OR OMISSIONS, THAT IT WILL PERFORM WITHOUT INTERRUPTION, THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT NEW RELEASES AND/OR UPGRADES OF THE SOFTWARE WILL BE PROVIDED. THE SOFTWARE, ANY INFORMATION, CODES, AND/OR EXECUTABLES PROVIDED, IS SUPPLIED "AS IS", WITHOUT WARRANTY OF ANY KIND.

   NOTWITHSTANDING THE FOREGOING, IN CASE OF A WARRANTY CLAIM, SOS SHALL BE ENTITLED AT ITS DISCRETION TO EITHER REMEDY THE FAULT OR TO MAKE A SUBSTITUTE DELIVERY. IF A SUBSEQUENT IMPROVEMENT FAILS, OR IF NO SUBSTITUTE DELIVERY IS MADE WITHIN A REASONABLE TIME THE LICENSEE SHALL BE ENTITLED TO ASSERT HIS RIGHT TO CANCELLATION OF THE CONTRACT OR DIMINUTION OF THE PURCHASE PRICE WITH RESPECT TO THE DEFECTIVE CONTRACT SOFTWARE.

   DAMAGE CLAIMS AS A RESULT OF CULPA IN CONTRAHENDO, BREACH OF CONTRACT OR TORTIOUS ACTS AGAINST SOS ARE EXCLUDED EXCEPT (I) IN CASES OF WRONGFUL INTENT OR GROSS NEGLIGENCE, (II) IN THE EVENT OF AN ASSUMPTION OF AN EXPRESS QUALITY GUARANTY (IN GERMAN: BESCHAFFENHEITSGARANTIE) OR AN EXPRESS DURABILITY GUARANTY (IN GERMAN: HALTBARKEITSGARANTIE), AND/OR (III) DAMAGES CAUSED BY ANY HARM TO LIFE, BODY OR HEALTH. THIS EXCLUSION SHALL NOT APPLY IN CASES OF ORDINARY NEGLIGENCE IF MATERIAL CONTRACTUAL OBLIGATIONS HAVE BEEN VIOLATED, BUT IN THIS CASE EACH PARTY SHALL BE LIABLE ONLY FOR COMPENSATION OF TYPICAL, FORESEEABLE DAMAGES. ANY LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES E.G. LOST PROFITS SHALL BE EXCLUDED IN ALL CASES. IN NO EVENT SHALL THE OWNER'S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

   THE ABOVE PARAGRAPH APPLIES TO SOS, ITS LEGAL REPRESENTATIVES, EXECUTIVES AND OTHER EMPLOYEES AND ITS VICARIOUS AGENTS. COMPULSORY LIABILITY IN ACCORDANCE WITH THE PRODUCT LIABILITY ACT SHALL REMAIN UNAFFECTED BY THIS.

   SOS SHALL NOT BE HELD LIABLE FOR BREACH OF CONTRACT OR DELAY IN THE PERFORMANCE OF CONTRACTUAL OBLIGATIONS, WHICH CAN BE ASCRIBED TO LAWFUL STRIKES OR LAWFUL LOCKOUTS, ANY SHORTAGES, FAILURE OF SUPPLIERS, PUBLIC DISORDER, RIOTS, FIRE, INUNDATION, STORM, EARTHQUAKE, WAR, ACTS OF GOVERNMENT, WORKING CONDITIONS OR OTHER REASONS OUTSIDE THE CONTROL OF THE RELEVANT PARTY.

10. LAW

    This Agreement shall be governed by German laws and regulations and, as far as these are implemented into German law, by international treaties. Legal venue shall be solely Berlin, Germany.

July 2021
Software- und Organisations-Service GmbH

Should you have any questions concerning this Agreement, please do not hesitate to contact us at:

Software- und Organisations-Service GmbH
Giesebrechtstr. 15
D-10629 Berlin
Germany
Telephone: +49 30 86 47 90 0
E-mail: info@sos-berlin.com
Web: www.sos-berlin.com