License agreement
between
you, as a purchaser of a DigiMember license package (“Licensee”)
and
the oc media GmbH, Hafenweg 19a, 48155 Münster (“Licensor”)
about
the license of the WordPress plugin DigiMember, owned and developed by the Licensor.
Preamble
DigiMember is a WordPress plugin that is used by businessmen who offer content (e.g. online courses, membership areas or download products) on the internet in exchange for money or free of charge.
For the use of DigiMember, a WordPress installation is required. WordPress is a platform to offer websites on the internet. WordPress can be extended with additional software modules (so-called plugins). DigiMember is such a plugin, that adds new functionality to WordPress.
The functions of DigiMember assist businessmen to establish a member area on their website and thereby earning money. For example, enables DigiMember businessmen to unlock content time-based to exploit it as a subscription with recurring payments over time.
A WordPress installation often has more functionality that has no direct connection to DigiMember, e.g. the providing sales and order pages.
WordPress is a complex technical system, which can be extended through plugins and themes (a sort of plugin which adapts the appearance of a website) of many different licensors. Some of these licensors work as professionals, nevertheless, some of them are amateurs or laypersons. Sadly some plugins and themes are not that well-programmed, have software bugs and may disturb the use of WordPress or DigiMember. Disruptions in operations may even emerge from non-compatibility, for example, if two plugins do not match because of the way they were programmed. These disruptions may not be visible immediately but may appear after an update of one of the plugins involved. It may happen that after an update of one plugin another plugin can cause an error that disturbs the whole website.
The Licensor was willing to design DigiMember with only a necessary minimum of possible disruptions and non-compatibility with other plugins.
Definitions
WordPress: WordPress is a technical platform to offer content on the internet. The software can be downloaded under https://wordpress.org without any additional fee. WordPress was NOT developed by the Licensor and is NOT part of this agreement.
Plugin: WordPress is famous for its capability to be extended by additional software modules (so-called plugins). Everybody is able to offer a plugin, regardless of his technical qualifications. Each plugin may adapt and disturb almost every possible aspect of WordPress.
Theme: A theme is a special plugin that adapts primary the appearance of a WordPress website.
Website: In the meaning of this agreement a website is a single WordPress blog with its own administrative area (so-called Dashboard). If WordPress is NOT operated as a WordPress network the website equals the WordPress installation.
WordPress network: To ease the technical effort a WordPress installation may manage more than one website. To do so WordPress has to be installed and configured in the WordPress network mode. Each website has its own administrative area inside the network to e.g. add articles and pages.
Changes of the WordPress installation: This includes software updates for WordPress, plugins (including DigiMember) and themes, or changes in the settings of WordPress, plugins, and themes. Additionally, this includes changes in the server settings or a complete server change.
I. License grant
1.) The Licensor grants to the Licensee a non-exclusive, not time-limited right of usage (“license”) for the Software DigiMember (“SOFTWARE”) against payment.
2.) The SOFTWARE will be delivered per download link. Updates for the SOFTWARE will be delivered with the WordPress update mechanism.
3.) The normal usage of the SOFTWARE includes one software installation, one additional backup copy, the loading of the software into the working memory and its execution. Additional sorts of usage are not included within this license. In particular, the Licensee is not allowed to modify, translate or copy the SOFTWARE in any sort of matter, nor in parts nor temporary. Printing of the program code counts as unauthorized copying. Changes in good faith, which the Licensor cannot deny, are admissible (§ 39 Abs. 2 UrhG).
4.) The Licensee buys a particular amount of licenses. Each license authorizes the Licensee for individual usage of the SOFTWARE for one WordPress installation with one internet address within the normal usage.
For example for two WordPress installations with the internet addresses https://www.my-site-1.com/ and https://www.my-site-2.com two licenses would be needed.
In case the Licensee uses a WordPress network (containing more than one WordPress blog) one license authorizes him for the usage of the Software for one blog inside this network within the normal usage.
5.) The license allows the usage of the software for one internet address which is operated by the Licensee and where he is referred as a bearer in the imprint. The usage of a license on a customer’s website is only allowed if the Licensee has a continuous work relationship with that customer. He may use these licenses to create complete member areas as contract work. Only the Licensee is allowed to ask for support and other recourses. All other sorts of reselling or free of charge granting of licenses from a license package are prohibited.
6.) The Licensor is the owner of all industrial property rights and copyright laws regarding the SOFTWARE and the associated user documentation. All references regarding copyright laws or further industrial property rights, which are located on or in the SOFTWARE, may not be changed, removed nor disguised.
7.) The Licensee may not rent or lend the SOFTWARE. The transfer of a license to a third party is only allowed if the Licensor was informed beforehand and if and only if the third party presents his consent with this agreement in written form and the Licensee does not keep any copy of the SOFTWARE (including prior versions). The Licensee may not regress (reverse engineering), decompile or disassemble the software. §§69d, 69e UrhG remain untouched by this.
II. Technical auditing duty of the Licensee
1.) The Licensee is obligated to check the correct functionality of his website, in particular any sales and order pages, in good time before a planned initial start-up of the website.
2.) Before any change on his WordPress installation (in the meaning of the definition above) takes part the Licensee is obliged to create a backup copy of his WordPress installation (the files on the server) and his database(s). He is obliged to check whether the backup was successful or not.
3.) The Licensee is obliged to check his WordPress installation and the software installed on it (both the licensor's and third party software) for possible updates at regular intervals and to perform them if necessary.
4.) After any change in his WordPress installation has taken part, the Licensee is obliged to check whether his website is still working regularly. In particular, he has to check, if all sales and order pages are still working correctly and if the sales process of all products, which are offered on the Licensee’s WordPress installation, work smoothly.
3.) The Licensee has no entitlement to damage against the Licensor because of errors that happened through changes on his WordPress installation.
III. Warranties
1.) The Licensor grants - in accordance with the requirements of §§ 434 ff BGB - that the SOFTWARE matches with the specification given by the Licensor in the program documentation and that it was created with requisite care and expertise. Nevertheless is a complete exclusion of software error is not possible according to the current state of technology.
2.) The Licensor will correct bugs inside the SOFTWARE which compromise the indented usage of the software in not negligible ways. The correction of these bugs is done by choice of the Licensor, depending on the significance of the error by distributing an improved SOFTWARE version or by giving hints on how to eliminate or circumvent the impact of the error. The Licensee is obliged to accept a new version of the SOFTWARE that is given to him as an error correction by the Licensor unless this would lead to unreasonable adjustment or adaption problems.
3.) The Licensee has the right to demand a reduction of the license fee or resign from this agreement if the error correction fails. If he resigns, the Licensee will destroy all copies of the SOFTWARE and its documentation.
4.) The warranty period shall be 24 months starting from the delivering date of the SOFTWARE.
IV. Limitation of Liability
1.) The Licensor is not liable for damage on soft- or hardware or pecuniary loss, which results from his service unless the damage was caused by malice aforethought or gross negligence of the Licensor, his vicarious agents or his legal representatives.
2.) The company is unrestricted liable on damage to health, body, and life.
3.) The Licensor is liable in case of violations of the obligations, which are of particular importance to fulfill the object of this agreement (major obligations), however, the liability shall be limited to the amount of typical foreseeable errors. In this case, the company is liable to the doubled amount of the license fee that was paid by the Licensee. The Licensor is not liable in case of negligence for indirect damages and consequent damages (especially loss of production and lost assets remain excluded).
4.) The Licensor is not liable for the reacquisition of data unless the data was destroyed by malice aforethought or gross negligence of the Licensor and the Licensee has taken care that the data could be reconstructed with reasonable effort from data material in machine-readable form.
5.) The Licensee is aware to carry out a regular backup of his data in accordance with the obligation to reduce damage and loss in particular before executing changes in his WordPress installation in the meaning of the definitions given before. Additionally, he is aware that he is obliged in case of a suspected software error to carry out all reasonable safeguards.
V. Other terms
1.) Any additional agreements to this license agreement are only valid if confirmed by the Licensor in written form; that applies to the cancellation of this agreement, too.
2.) This agreement subject to German law. Place of jurisdiction for all disputes arising from and in context with this agreement is Münster, Germany.
VI. Severability clause
If a single part of this agreement is or becomes invalid or inexecutable after the conclusion of the contract, the remainder of this agreement shall not be affected. Instead of the invalid or inexecutable parts, that regulation should take place which will result in the nearest possibly outcome to the economic objectives that were intended by the agreement parties. The above-mentioned provisions apply in cases where loopholes in this agreement are revealed, too.
As of: 5th february 2021
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