General Terms & Conditions and End User License Agreement (EULA)
Date revised last: September 16, 2016
1. Subject matter
These General Terms & Conditions and Software End User License Agreement (“EULA”) is a legal agreement between you and VERBI GmbH, Berlin, Germany. It provides a license to use the software and contains warranty information and liability disclaimers.
By installing and using the software, you are confirming your acceptance of the software and agreeing to become bound by the terms of this agreement. If you do not agree to be bound by these terms, use the button “Cancel”, do not install the software and return the software to your place of purchase for a full refund.
1.1. Provider of goods or services according to this contract is VERBI Software. Consult. Sozialforschung GmbH (hereinafter referred to as “VERBI”), represented by the Chief Executive Officer.
1.2 VERBI is manufacturer und author of the standard software “MAXQDA” and its product family (hereinafter referred to as “the software”). Product information, support and warranties are provided by VERBI.
1.3. If products are purchased in the MAXQDA Online-Shop, the seller of the products and therefore contracting partner of the customer is cleverbridge AG, located in Cologne, Germany and Chicago, USA. Questions regarding orders can be directed to cleverbridge via e-mail: firstname.lastname@example.org.
2.1. The General Terms and Conditions of VERBI regulate the legal relationship between VERBI and the client. The following provisions are addressed both to consumers and to businesses. Where reference is made to “Customers” this shall unless otherwise specified mean both consumers and also businesses. A consumer is a natural person who enters into a legal transaction for a purpose that cannot be attributed to that person’s trade, business or profession. A business is a natural person or legal entity or partnership with legal capacity that enters into a legal transaction in the course of his/her/its trade, business or profession.
2.2. The General Terms and Conditions apply exclusively and will be the foundation of every contract with VERBI as a contract partner; contradictory or divergent conditions of the client will not be acknowledged by VERBI, unless VERBI has produced a written statement as acknowledgment. These terms apply even if VERBI is aware of conflicting or deviating terms by the customer.
2.3. Any agreement between clients and VERBI need to be a written agreement and can not be waived orally.
2.4. In the event that any provision hereof is or becomes invalid or in the event that the contract is incomplete, the validity of the remaining provisions shall not be affected thereby. The parties hereto shall replace such invalid provision with a provision that reflects the meaning and purpose in a lawful sense of such invalid provision in as far as possible. This provision shall also apply to any loopholes.
3. Entry into a Contract (Offer, Confirmation and Acceptance)
3.1. An order placed by the Customer represents an offer addressed to VERBI for the purchase of Products and Services under these Terms and Conditions. All orders placed by Customers require subsequent acceptance by VERBI. The customer order is accepted through the download authorisation, the sending of the ordered goods or the provision of a Service. In principle this only happens, and the Contract only comes into existence, when the payment by the Customer for the Products and Services at the price applicable upon purchase has been credited to a VERBI account or there has been successful authorisation of the credit card or other form of payment by the Customer accepted by VERBI. In the case of purchase on account (where offered) the download authorisation, the provision of the Service or the sending of the ordered goods occurs without receipt of payment in advance.
3.2. Pricing information given by phone is without obligation.
4. Customer warranties
4.1. The Customer warrants that all the information he provided when placing his order was up-to-date and accurate in all material respects and that it is adequate for VERBI to carry out the order. Additional costs, incurred by VERBI as a result of false or incomplete information shall be for the account of the Customer.
4.2. The customer ensures, that he selects the correct discount level (according to §6) when placing his order. Additional costs, incurred by VERBI as a result of false or incomplete information shall be for the account of the Customer.
5. Terms of payment, reservation of ownership, setting off
5.1. Unless otherwise indicated, all prices specified by VERBI on the VERBI Website are deemed to be in the currency quoted there. With respect to delivery and supply the prices indicated at the time of the order shall apply. For all displayed prices, typological errors and other mistakes are reserved.
5.2. Orders from European countries have to be placed in EURO or in the appropriate European currency; orders placed in US Dollars violate our General Terms and Conditions. Any financial loss due to currency differences have to be refunded to VERBI by the ordering party. These conditions are also eligible for all deliveries to European countries regardless of the location of order placement. US Dollar currency orders as well as deliveries are solely allowed out of American, South and East Asian, Ocianean and African countries.
5.3. Unless otherwise indicated, the prices indicated are understood as exclusive of VAT. EU customers have to add local tax. EU customers can avoid this tax by sending us a valid VAT number of their institution. Prices include shipping costs.
5.4. The payment of the purchase price falls due immediately upon entry into the contract and shall take place in the manner specified on the VERBI Website. With the exception of purchases on account payments shall take place prior to delivery. Where the Customer has purchased Products or Services with recurring payment obligations (subscriptions) the prices are due at the agreed interval(s) and the Customer shall pay these or make the corresponding purchase price available using the payment option he/she/it has selected for debiting by VERBI.
5.5. Where the Customer defaults he shall pay VERBI late payment interest of five percentage points (5%) over the base rate applicable at the time of the default. Where the Customer is not a consumer the interest rate shall be eight percentage points (8%) over the base rate. “Base rate” means a variable interest rate set at half-yearly intervals by the German Central Bank (“Bundesbank”) which, increased by a fixed margin, gives the late-payment interest rate. The base rate is adjusted on 1 January and 1 July every year by the percentage points by which the interest rate for the most recent main refinancing operations of the European Central Bank has risen or fallen prior to the first calendar day of the relevant half-year. The base rate applicable on 1 January 2012 is 0.12 %.
6. Discount Levels
VERBI offers special discounts for different groups of customers. The purchaser / License holder will take care that the license will only be made accessible to the authorized group of people.
Educational pricing is available for educational institutions like universities, colleges, any kind of schools and their employees.
The reduced pricing level applies to public institutions, charitable organizations, NGOs and their employees.
Commercial pricing applies to all costumers except those meeting the criteria for NGO / GOV, Educational or Student pricing.
Student licenses are personal licenses, which can only be purchased by students, who verified their student status during the order process. Recipient of the invoice and the delivery must be the student with his / her private address. Institutions are not allowed to purchase student licenses.
7. Types of license acquisition
Purchased licenses may be used without a time limit. They include all services listed in sections 13 and 14.
7.2. Leasing / Subscription
Leasing licenses are valid for one year (beginning on the date of purchase). The leasing subscription is automatically extended for another year unless the contract is cancelled at least two months in advance of the scheduled extension. Leasing licenses include all services listed in sections 13 and 14. Leasing licenses include free upgrades to new versions of the software. The leasing option is only available for at least 10 licenses.
Registered license holders of a purchase license receive a reduction on the original price for the number of already existing licenses (upgrade price). The eligibility to purchase an upgrade is to be proven by stating the license number(s). The upgrade right expires, when the license holder perceived his right to upgrade for two program versions subsequently.
8. Delivery and scope of performance
8.1. The delivery will be done according to the delivery information on the website of VERBI. The customer usually receives a download link to download the software from a website. As an additional option he can order an installation CD, which he will receive by postal mail. In both cases the installation requires to be unlocked with a serial number, which the customer will receive via e-mail.
8.2. Orders will usually be processed within three workdays after entrance of the order. Strong demand or supply shortage may exceed the delivery date.
8.3. As far as software is offered to a client electronically with a download link, the customer is responsible to download the software. The client alone decides about when and where to download the software, as soon as access is given to the necessary data.
8.4. Delivery dates shall be deemed to be non-binding unless VERBI has explicitly declared any such delivery dates to be binding in writing. Delivery dates shall be subject to VERBI receiving any articles to be supplied in a correct condition and on time.
8.5. Delivery dates shall be extended by the period during which VERBI is for any circumstances beyond its control (labour dispute, force majeure or any other hindrance beyond VERBI’s control) prevented from performing its obligations hereunder, plus a reasonable start-up period following elimination of such hindrance.
8.6. Partial shipments shall be permitted on condition that the parts delivered can be fully used in their own right. VERBI shall be entitled to issue a separate invoice for every partial shipment.
9.1. VERBI retains all right, title and interest, including all intellectual property rights, in and to the Software and all copies thereof. The foregoing license gives you limited license to use the Software. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by VERBI and its suppliers. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement.
9.2. The ownership and the copyright of the software product (including, but not limited to pictures, photographies, animations, videos, audio, music, text and “applets”, that are included in the software product), the printed escort material and all copies of the software product belong to VEBRI.
9.3. The software product is to be treated like any other copyright protected material with the exception, that a copy of the software is created for back up- or archiving purposes. Through ownership, the installation or use of the software the client acquires, apart from the user rights, that are granted because of the agreement, no rights of the intellectual property.
10. Copyright and License
10.1. The Software (program and manual) supplied by VERBI is protected by copyright. For the purposes of the relationship between the parties hereto, VERBI shall be solely entitled to the rights relating to the Software as well as any other documentation made available during the phase of preparing and implementing this agreement.
10.2. VERBI shall grant to the Customer a non-exclusive right, without any geographical or time restrictions, to use the Software for his own purposes and as described in this contract and in the manual. The Customer shall be entitled to copy the software within the scope of its contractual use as contemplated herein. He shall be entitled to load the Software into the RAMs and hard disks of the hardware used by him.
10.3. The Customer shall be entitled to make the number of backup copies necessary for reliable operation. Such backup copies shall be marked as such and (as far as technically possible) shall be provided with the same copyright notice which also appears on the original data medium. The Customer shall not be entitled to copy the user’s manual for any purposes other than the Customer’s internal purposes.
10.4. The Customer shall not be entitled to change or obscure in any manner any copyright notices, trademarks, other legal reservations, serial numbers or other features used for program identification purposes.
10.5. Any other form of using the software, including, but not limited to, its compiling, editing, arranging, or modifying in any other manner whatsoever (other than decompiling pursuant to section 69e of the German Copyright Law [§ 69 UrhG]) or the (offline or online) dissemination of the software in any other manner as well as the renting or lending out thereof shall be subject to the written consent of the Licensor. You may not modify the Software or create derivative works based upon the Software. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
10.6. Specific license restrictions apply for Foxit PDF SDK, integrated part of MAXQDA: Foxit PDF SDK remains the intellectual property of Foxit. You are not allowed to redistribute, modify, reverse engineer, or reuse any part of the Foxit PDF SDK in any other application than in MAXQDA.
10.7. The Customer shall only be entitled to pass the Software on to a third party if such third party declares that he accepts the validity of these General Terms and Conditions. In the event that the Customer passes the Software on to a third party, he shall discontinue once and for all the use of the Software and shall not keep any copies thereof. The Customer shall also pass on to such third party the data media and the manuals. You may not rent, lease, or sublicense the Software.
10.8. VERBI shall be entitled to revoke the license rights for a material reason. A material reason shall, in particular, be deemed to exist if the Customer is in default with the payment of a substantial part of the remuneration or if the Customer fails to abide by the Terms and Conditions of the license and fails to immediately remedy such default after VERBI’s written request, including VERBI’s announcement to terminate the license otherwise. In the event that the license is terminated, the Customer shall return to the Licensor the original software as well as any copies thereof, and delete any programs stored. At the Licensor’s request, the Customer shall confirm in writing that he has returned such software and deleted such programs as aforestated. In the event that you fail to comply with this EULA, VERBI may terminate the license and you must destroy all copies of the Software.
10.9. VERBI GmbH reserves the right to periodically audit you to ensure that you are not using any Software in violation of this agreement. During your standard business hours and upon prior written notice, VERBI may visit you and you will make available to VERBI GmbH or its representatives any records pertaining to the Software to VERBI.
11. Conditions of Use according to the license type
11.1. Single User Licenses
The Single User License may be used by one person. He or she may install the license on two computers. Both installations may not be used simultaneously. Under no circumstances they may be used by different persons.
11.2. Portable Licenses
The portable license may be installed on a USB flash drive and may be used directly from it on different computers that fulfill the system requirements for MAXQDA to run. The customer installs the software on its own hardware and has to assume full responsibility for it. A portable license makes MAXQDA a physical item tied to the specific USB flash drive it is installed on. Under no circumstances does VERBI take any responsibility in case the MAXQDA license is not available due to loss, theft or damage of the USB flash drive the software is installed on. (Regardless of the legal responsibility of the license holder we recommend users who cannot access their MAXQDA license because of hardware problems to contact the MAXQDA online support in order to work out a satisfying individual solution.)
11.3. Network Licenses
Network Licenses are serverbased licenses, which allow the simultaneous use of the software in the amount of the number of purchased licenses (starting with 5 licenses). The total access may be twice as high as the number of purchased licenses (concurrent / floating use). Network licenses need to be set up and managed with our license management tool MAXQDA License Service. This requires the server PC to have a Windows environment (Windows 7 or newer).
11.4. University/Enterprise License
This license can be aquired by specificed entities (Institutes, departments, etc.) of Universities, Colleges, Schools and Enterprises. The University/Enterprise License is serverbased and bases on an annual leasing contract. This license is to be negotiated with VERBI based on the number of users respectively defined user groups. Details are recorded in a specific License contract between the license holder and VERBI. This license requires the server PC to have a Windows environment (Windows 7 or newer).
11.5. Student Licenses
Student Licenses are drastically discounted special licenses for students with a time limited right to use the license. They are available in different versions according to the specification on the VERBI website.
The Student License may be used on one or two private computers (depending on the version acquired) owned by the student. The two installations may not be used simultaneously. Under no circumstances may they be used by another person.
All Student Licenses are personal licenses which may only be purchased by students who verified their student status during the order process. Recipient of the invoice and the delivery must be the student with his/her private address. The purchasing of student licenses by institutions is not permitted. Student licenses may never be sold to a non-student or in some way be shared with them. The use is limited to private purpose (i.e. schoolwork, preparations for qualification, etc.). The use for professional activities and commercial purpose is prohibited. Student licenses cannot be upgraded to new versions.
12. Activating the software
12.1. When purchasing a MAXQDA license, the user receives a serial number. This represents the key to use the software according to the license terms.
12.2 The customer needs to activate the software with a serial number. VERBI explicitly points out that a connection to the internet is required to activate the software.
12.3. When the user activates the software online his/her name and e-mail address, operating system, IP address, and MAXQDA serial number are transferred to the VERBI activation server. By using MAXQDA the customer agrees to the transfer of this information. VERBI will store the information and is entitled to use it to process support requests and to verify compliance with the license conditions. The data is not disclosed to a third party.
12.4. By using MAXQDA the user agrees that the software automatically and regularly checks the users compliance with the license terms by comparing current license information with the information on the VERBI activation server. VERBI will inform the user if his/her license does not comply with the license terms and is entitled to demand proper licensing and/or prevent the further use of the software.
12.5. When the user deactivates the software on her/his system with the appropriate feature of the software, the same information as listed above is transferred to the VERBI activation server. This allows the user to activate the software on a new system.
13. Updates and Upgrades
13.1. License holders of a MAXQDA license receive program updates within the purchased program version without charge. As soon as updates are available, they can be downloaded by using the update function within the software.
13.2. Registered license holders of a purchase license receive a reduction on the original price for the number of already existing licenses (upgrade price). The eligibility to purchase an upgrade is to be proven by stating the license number(s). The upgrade right expires, when the license holder perceived his right to upgrade for two program versions subsequently.
13.3. VERBI is entitled to create software updates by own discretion. Licensees that have not paid any update fees (for example subscription) have no right to updates of the program.
14. Support services
14.1. VERBI offers free online support to licensees of a MAXQDA license. The online support offers technical assistance to questions about the functions, as well as difficulties with the installation and activation of the software product. The online support does not offer consulting or research consulting. Before utilizing the support, the given information by VERBI (installation guides, manuals, FAQs, etc.) are to be consulted.
14.2. To receive technical support, the client is obliged to register the software online at: http://www.maxqda.com/support/register
14.3. VERBI offers free online-support only for the current and the previous version of the software.
14.4. Furthermore individual support services (consulting) are of charge and require an individual, separate agreement with VERBI.
14.5. By violation of the Terms and Conditions / EULA, VERBI reserves the refusal of support services.
15. Data Protection
15.1. The Customer is herewith informed that VERBI collects, stores, processes and – if necessary – passes on to third parties the Customer’s data to the extent necessary for the performance hereof and subject to the applicable data protection and data privacy laws.
15.2. VERBI is entitled to raise, save and use the personal data as far as this is necessary to process your order and to deduct via invoicing. Dissemination to third parties does not take place, if it has not been explicitly indicated and the customer has agreed to it.15.3. Customers can view their personal data free of charge at any time at VERBI. Written inquieries can be sent to VERBI GmbH, Bismarckstraße 10-12, 10625 Berlin, Germany or via e-mail to email@example.com.
16. Defects of quality and defects in title
16.1. VERBI shall supply the Software to the Customer in a condition free from defects in quality or defects in title. Defects affecting the suitability for use of the Software to a minor extent only shall not be considered as defects for the purposes of this agreement. Functional impairment caused by the hardware and software environment made available by the Customer, operator error, defective external data, computer network malfunction or any other reason belonging to the Customer’s sphere of responsibility shall not be considered as defects for the purposes of this agreement.
16.2. VERBI does not warrant the proper functioning of software that has been modified by the Customer unless the Customer demonstrates that the defect reported was not caused by such modification.
16.3. The Customer shall take reasonable precautions in the event that the Software fails to work correctly in part or in full. He shall test the Software thoroughly in order to ensure it’s suitably for the purpose intended by him before using it in operations. The Customer shall also save his data in a manner consistent with the latest state of the art – he should do so after each work session in which he used the software. He shall ensure that he latest data in machine-readable form from the data stocks available can be reproduced with reasonable effort. In the event of a loss of data, VERBI’s liability shall be limited to the damage which would have occurred even with the Customer performing data backup procedures.
16.4. VERBI shall initially eliminate any defects in quality by repair. The Customer shall be entitled to demand repair or a new program unless VERBI is entitled by law to refuse such repair or replacement. The Customer shall grant to VERBI a reasonable period of grace for repair/replacement.
16.5. In the event of failure to repair or replace as aforesaid, the Customer shall be entitled to reduce his payment(s) or to cancel the agreement.
17. Limited Liability, Limited Warranty and Disclaimer
17.1. Warranty is only granted if the software is installed according to the system requirements described on the VERBI webpage (http://www.maxqda.com/products/system-requirements). The warranty period by VERBI expires 24 months after the product has been received by the customer, when the customer is an end user. The end user has the choice of rectifications of defects or replacement. VERBI has the right to reject the chosen type of remedy, if the cost associated with the chosen type is disproportionate to the remedy offered by the other remedy offered, and no disadvantages arise from this decision for the customer. Is the performed fulfillment not satisfactory, the customer has the right to request a reduced price or revoke the contract. Should the customer be entitled to a refund rather than replacement, VERBI is only liable for the amount paid for the software at the time of purchase, not for any further damages. For the rest any other liabilities in conjunction with defective or wrong deliveries or breach of contracts in conjunction with the fulfillment and any other liability claims due to negligence are excluded from these Terms and Conditions.
17.2. The warranty period by VERBI expires after six (6) month in case the customer is not an end-user. In this case the customer has to inspect the software received from VERBI immediately upon receipt for any defects. This inspection will generally be completed within 14 days. In order to maintain his warranty rights; the customer must notify VERBI of visible defects in the software in writing within 14 days of receiving the software. VERBI shall initially eliminate any defects in quality by repair. The Customer shall be entitled to demand repair or a new program unless VERBI is entitled by law to refuse such repair or replacement. The Customer shall grant to VERBI a reasonable period of grace for repair/replacement. In the event of failure to repair or replace as aforesaid, the Customer shall be entitled to reduce his payment(s) or to cancel the agreement.
17.3. VERBI shall pay damages or refund futile expenditure for whatever legal reason (including, but not limited to, failure to fulfill obligations, tortuous act) to the following extent only.
In the case of willful action and in the case of a guarantee concerning agreed properties: to the full amount.
In the case of gross negligence: to the amount of the typical or foreseeable damage to be prevented by the VERBI’s obligation to exercise due care.
In any other case, always subject to violation of a material contractual obligation and in the case of default: to the amount of typical and foreseeable damage, however, limited to an amount of EUR 20 per case and EUR 20 for all cases of damage under this agreement.
17.4. VERBI does not accept any liability for the loss of data or damages done to the systems due to the use of the product.
17.5. VERBI shall have no responsibility if the Software has been altered in any way, if the media has been damaged by accident, abuse or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration.
17.6. To the extent to which liability is limited or excluded, this shall also apply to personal liability on the part of VERBI’s employees, representatives or agents.
17.7. Notwithstanding the foregoing, statutory liability for personal injury and liability under the product liability act shall remain unaffected.
17.8. (USA only) Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
17.9. Neither VERBI nor its Suppliers shall be liable to you or any third party for any indirect, special, incidental or con sequential damages (including, but not limited to, damages for loss or business, loss of profits, business interruption or the like) arising out of the use of, or inability to use the software and based on any theory of liability including breach of contract, breach of warranty, tort (including negligence), Product liability or otherwise, even if VERBI GmbH or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.
17.10. VERBI total liability to you for actual damages for any cause whatsoever will be limited to the greater of 500 US-Dollars or the amount paid by you for the software that caused such damage.
18. Basis of Bargain
The Limited Warranty, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between VERBI and you. VERBI would not be able to provide the Software on an economic basis without such limitations.
19. (Outside of the USA) Consumer End Users Only
The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.20. Third Party Software
MAXQDA and all MAXQDA products are trademarks or registered trademarks of VERBI. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.
21. Limitation period
21.1. Any claims which the Customer may have for reason of defects in quality or defects in title (section 7 hereof) shall become statute-barred two years after delivery. In the event that a defect in title consists of a material right of any third party entitling such third party to claim the surrendering of the software, the statutory periods of limitation shall apply.
21.2. Any other claims which the Customer may have under contractual aspects or from an obligatory relationship (section 311, subsection 2 of the German Civil Code [§311, Abs. 2 BGB]) shall become statute-barred one year after the statutory date of commencement of the period of limitation. Claims shall at the latest become statute-barred on expiration of the maximum statutory periods (section 199, subsection 3, subsection 4 of the German Civil Code [§ 199 Abs. 3, Abs. 4 BGB]).
21.3. The statutory periods shall apply to cases of personal injury (including violation of an individual’s freedom) and to cases of willful action and gross negligence.
22. High Risk Activities
22.1. The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, High Risk Activities). VERBI GmbH expressly disclaims any express or implied warranty of fitness for High Risk Activities.
23. User Right of Withdrawl – Cancellation
23.1. If section 23.4 and 23.5 do not apply, you can cancel your contract up to two weeks after the beginning of the cancellation period without providing a written reason, for example through a letter or an e-mail, or by returning the software. This period begins at the earliest with the receipt of these instructions. It shall be sufficient to submit the request for cancellation within the designated time period to VERBI GmbH, Bismarckstraße 10-12, 10625 Berlin, Deutschland, or by email to firstname.lastname@example.org.
23.2. In the case of an effective revocation, the mutually provided services shall be returned. If you cannot return the already-provided license in whole, in part, or only in a deteriorated condition, you must provide compensation where applicable.
23.3. Your right to return the product is forfeited when we or one of our agents has, with your explicit consent, initiated the implementation of services prior to the end of the trial period, or when you yourself prompted it.
23.4. The right to return the software exists provided that the methods of data delivery (CDs, DVDs, CD-ROMs) remain unopened by the customer and during the delivery of goods, or inactivated due to the fact that its form does not lend itself to be returned, (meaning the purchase of software and software licenses by means of a download.) These Terms and Conditions furthermore do not include the supply of goods that were made to specific customer specifications or were clearly tailored to suit personal needs.
23.5. VERBI provides a fully function, 14-Day trial version, in which the user can thoroughly and without limits test the features of the software and the adequacy of its performance for his or her own needs, prior to officially ordering the software. A return policy for this download order does not exist (see section 22.4.).
23.6. When no party is answerable (for example due to acts of God, disputes, miscellaneous, unforeseeable problems, and service errors for various reasons that cannot be overcome through economically feasible expenditures,) or when the overtaken services are, in longer terms, not produced in a timely manner or impossible to produce within an adequate grace period, both parties are entitled to terminate the contract without notice. In these cases, the customer retains the claim to rendered services until the effective date of cancellation.
23.7. VERBI retains, notwithstanding all other claims (i.e. damages claims,) the right to terminate the license contract without notice through a written message to the customer, without complying to other termination periods or providing another message, in the case that the customer in such a way committed a breach of contract that is unreasonable for VERBI to continue the license contract, in particular when the customer commits a violation of his obligations that is capable of remedy according to the contract, and after the customer has received a notification of this violation from VERBI, nothing has been remedied within 30 days.
24. Miscellaneous provisions
24.1. All legal relationships arising under this contractual relationship shall be subject to the laws of the Federal Republic of Germany excluding the unified law governing the international purchase of movable goods and the law governing international contracts of purchase for movable goods.
24.2. The place of jurisdiction for all disputes arising hereunder shall be Berlin in as far as the Customer is a merchant or has a legal standing equivalent to this or in the event that the Customer has his place of business or his branch abroad.
24.3. This Agreement is governed by the laws of Germany, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
24.4. This Agreement sets forth all rights for the user of the Software and is the entire agreement between the parties.
24.5. In the event that any provision hereof is or becomes invalid or in the event that the contract is incomplete, the validity of the remaining provisions shall not be affected thereby. The parties hereto shall replace such invalid provision with a provision that reflects the meaning and purpose in a lawful sense of such invalid provision in as far as possible. This provision shall also apply to any loopholes.