End-User License Agreement for memo

This End-User License Agreement is a legal agreement between You and mentalmotive. This Agreement governs the use of the Software that is made available to You by mentalmotive.

mentalmotive licenses the Software only if all the following terms are accepted by You. By downloading or using the Software, You are indicating that You have read and understood this Agreement and agree to be bound by its terms and conditions. If You do not agree to the terms of this Agreement, do not download or do not use the Software.

The Software is licensed, not sold, to You by mentalmotive for use strictly in accordance with the terms of this Agreement.

1. Definitions

In this Agreement the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:

"Agreement" this End-User License Agreement between You and mentalmotive with respect to the use of the Software;
"Device" any device that can access the Software such as a computer;
"mentalmotive" mentalmotive GmbH, Friedrichstraße 114 A
10117 Berlin, Germany;
"Software" any software application and/or parts of software applications, such as modules or extensions, and/or all of the contents of the files and/or other media, including software setup files, licensed to You by mentalmotive, including any Updates;
"Software License" the license for the Software for the term specified on the webpage of the store where You purchase the license, or in any applicable agreement concerning the purchase of the license to use the Software;
"Third-Party Services" any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Software;
"Updates" any modified versions and updates of, and additions to the Software;
"You" You, the final and ultimate user of the Software or the authorized representative of a company or other legal entity that will be the final and ultimate user of the Software, as applicable.

2. License

mentalmotive grants You a personal, non-transferable, non-exclusive, non-sublicensable, limited, revocable license to use the Software on a Device that You own or control in accordance with the terms of this Agreement. mentalmotive reserves all rights not expressly granted to You.

mentalmotive shall at all times retain ownership of the Software. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of mentalmotive.

3. Evaluation License

This Software can be used in conjunction with a free evaluation Software License. If you are using such an evaluation Software License, you may use the Software only to evaluate its suitability for purchase.

Evaluation Software has been limited in some way either through timeouts, restricted use or evaluation warnings. mentalmotive bears no liability for any damages resulting from use (or attempted use after expiration) of the Software, and has no duty to provide any support before or after the expiration date of an evaluation license.

4. Restrictions of Use

You are not permitted to:

• edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things, except to the extent permitted by applicable law;
• rent, lease, lend, sell, redistribute, sublicense or otherwise use the Software for any commercial purpose;
• allow any third party to use the Software on behalf of or for the benefit of any third party;
• use the Software in any way which breaches any applicable local, national or international law;
• use the Software for any purpose that mentalmotive considers is a breach of this Agreement.

5. Updates and Maintenance

mentalmotive will notify You of any available Updates. You will be entitled to receive Updates free of charge during the period specified in the Software License you have purchased. To receive Updates after this period, you will need to either renew your Software License or purchase a new one. mentalmotive is not required to provide updates for any free or evaluation versions of the Software.

Updates may modify or delete certain features and/or functionalities of the Software. You agree that mentalmotive has no obligation to continue to provide or enable any particular features and/or functionalities of the Software to You. You further agree that all updates or any other modifications will be deemed to constitute an integral part of the Application, and subject to the terms and conditions of this Agreement.

Any maintenance and support provided by mentalmotive, including the provision of Updates, will be provided in an adequate way on an "AS IS" basis without any warranty, as soon as reasonably practicable, subject to availability of personnel.

6. Open Source Software

mentalmotive may include various open source software components in or with the Software, each of which is owned by a third-party and is subject to its own applicable license terms and conditions. A list of open source software components used in the current version of the Software and their applicable license terms and conditions is distributed with the Software.

All open source software is provided on an “AS IS” basis, and mentalmotive makes no express or implied warranties of any kind with respect thereto and assumes no liability for any damages regarding the use or operation of any such open source software.

7. Third-Party Services

The Software may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that mentalmotive shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. mentalmotive does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You must comply with applicable Third parties’ Terms of agreement when using the Software. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ Terms and conditions.

8. Limited Warranty

You have ensured with the above mentioned evaluation version that the Software works according to your requirements and the advertised features. mentalmotive shall not be liable for deficiencies that are reasonably discoverable with the evaluation version of the Software. You acknowledge that software cannot be completely error-free. mentalmotive shall not be liable for non-severe deviations of the advertised features of the Software. Any claims under this Limited Warranty are subject to a limitation period of one year, unless otherwise required by law, commencing upon provision of the service.

To the maximum extent permitted by applicable law, mentalmotive and its third party suppliers and licensors shall not be liable for any other representations, warranties, or conditions, whether expressed, implied, statutory, or otherwise, including, but not limited to, implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement. The entire risk arising out of the use or performance of the Software remains with you.

9. Limitation of Liability

To the fullest extent permitted under applicable law, the liability of mentalmotive shall be governed exclusively by the following provisions: mentalmotive shall bear unlimited liability in cases of willful misconduct, gross negligence, personal injury, serious organizational deficiencies, or where an explicit guarantee has been assumed.

For cases of slight negligence, liability shall be restricted to breaches of essential contractual duties, and even then only to the damages that are foreseeable and typical for such contracts. Any broader liability is excluded. Contributory negligence on the part of the licensee or third parties shall be taken into account. Obligations arising under product liability legislation remain unaffected.

You undertake to perform regular data backups on all systems on which the Software or any redistributable components are operated. In the event of data loss, liability shall be limited to the expenses that would have been incurred had proper backups been in place.

Unless mandatory law provides otherwise, any claims are subject to a limitation period of one year, commencing upon provision of the service.

These limitations of liability shall also extend to employees, agents, and affiliated companies of mentalmotive.

10. General Provisions

This Agreement is effective from the date You first use the Software and shall continue until terminated. You may terminate it at any time by destroying all copies of the Software in possession. The Agreement will terminate immediately if You fail to comply with any term of this Agreement. On termination, You shall have no claim on or arising from the Software. The Software and any copies shall be destroyed.

This Agreement shall be governed by and construed in accordance with the laws of Germany. Exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Berlin, provided that mandatory law does not stipulate otherwise.

Should any provision of this Agreement be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid one that comes closest to the economic intent of the original.

All rights not expressly granted to you under this Agreement remain reserved by mentalmotive. This includes, without limitation, intellectual property rights, proprietary rights, and any other rights relating to the Software.

This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes any prior agreements, understandings, or communications, whether written or oral.