General Terms & Conditions and End User License Agreement (EULA) for Universities, Research Institutions and Enterprises
Date revised last: December 1st, 2017
Not representing a university, research institution or enterprise?
Then please see our Terms & Conditions for Private Consumers.
1 Subject Matter
1. The provider of goods and services under this Agreement is VERBI Software. Consult. Sozialforschung GmbH (hereinafter referred to as “VERBI”).
2. VERBI is the 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.
3. The standard Software “MAXQDA” and its related product family are distributed – apart from VERBI directly – through VERBI’s resellers. If the MAXQDA standard software and the related product family are used by a reseller, this reseller is the sole contractual partner of the customer. In this case, the customer cannot assert contractual claims against VERBI, but exclusively against the reseller.
1. These general terms and conditions of VERBI govern the legal relationship between VERBI and the Customer. The following provisions are aimed exclusively at businesses under § 14 German Civil Code (BGB) (non-private customers) such as: universities, research institutions, other companies or entrepreneurs. If the Customer is a private consumer under § 13 BGB, (if he or she acquires rights of use for purposes which cannot be attributed either to his commercial or his independent professional activity), the General Terms & Conditions and End User License Agreement (EULA) for Private Consumers shall apply exclusively.
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.
3. Any agreement between clients and VERBI need to be a written agreement and cannot be waived orally.
3 Entry into a Contract (Offer, Confirmation and Acceptance)
1. Descriptions of VERBI’s product, in particular on VERBI’s websites, do not constitute offers to conclude a contract, but are merely a non-committal invitation to the Customer, to send VERBI a request to enter into a contract for the acquisition of user rights for the standard Software “MAXQDA” or the related product family.
2. Upon receiving a request from a Customer, VERBI will draw up an offer to conclude a contract for the acquisition of usage rights to the standard Software “MAXQDA” or the related product family and send it to the Customer. By signing and returning the signed offer, the Customer declares acceptance of VERBI’s offer.
3. Pricing information given by phone is without obligation.
4 Customer Warranties
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. This information shall be based on the terms of the offer made by VERBI pursuant to Section 3. Additional costs, incurred by VERBI as a result of false or incomplete information shall be borne by the Customer.
2. The Customer ensures that he or she selects the correct discount level (according to Section 6) when placing his order. Additional costs, incurred by VERBI as a result of false or incomplete information shall be borne by the Customer.
5 Terms of Payment, Reservation of Ownership, Offsets
1. Unless otherwise indicated, the prices stated in the offer made by VERBI at the time the Customer places his order shall apply.
2. Orders from European countries must be placed in EURO; orders placed in US Dollars violate our General Terms and Conditions. Any financial loss due to currency differences must 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, Oceanian and African countries.
3. Unless otherwise indicated, the prices indicated are understood as exclusive of VAT (which is stated separately in the invoice at the statutory rate as of the invoice date). Prices include shipping costs.
4. The payment of the purchase price is 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. Annual licenses are to be paid in full up front for the entire license period. 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 or she has selected for debiting by VERBI.
5. The deduction of cash discount is subject to a prior separate agreement.
6. Unless otherwise stated in the confirmation of order, the invoice amount shall be paid without deduction immediately after the invoice has been received. The Customer bears any costs of the money transfer themselves.
7. Should the Customer be in default of payment, VERBI is entitled to demand interest on arrears and a further lump sum of EUR 40.00. The interest rate shall be 9 (nine) percentage points higher than the given base rate. If VERBI is able to prove higher damages caused by the default, VERBI is entitled to claim these damages. Any lump sum already claimed under this provision shall be credited towards the claim for damages.
8. The Customer shall only be entitled to offset rights if his counterclaims have been legally established or acknowledged by VERBI. The Customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
9. If the Customer is in default of acceptance or if they violate other cooperation obligations, VERBI is entitled to demand damages incurred, including possible additional charges. In this case, the risk of accidental loss or accidental deterioration of the contractual item also passes to the Customer at the time at which the latter is in default of acceptance.
6 Discount Levels
VERBI offers special discounts for different groups of Customers. The purchaser / license holder will ensure 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.
Reduced pricing levels can also be applied for by 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 Section 14.
Subscriptions are valid for one year (beginning on the date of purchase). The subscription is automatically extended for another year unless the contract is cancelled at least 2 months in advance of the scheduled extension. Subscriptions include all services listed in Section 14. Leasing licenses include free upgrades to new versions of the Software. The subscription option is only available from 10 licenses upwards.
3. Free License
3.1. The Customer has the option to use a free trial version, limited to 14 days, before activating a binding order of one of the aforementioned fee-paying licenses.
3.2. VERBI also provides a reader version of the Software – MAXQDA Reader – which can be downloaded for free from the VERBI website. The Reader version has a limited range of functions.
3.3. The Course License is a free, limited-time MAXQDA license (MAXQDA Analytics Pro) which can only be requested by teachers for the duration of an official methods course and must be applied for with VERBI. The course must be listed on the website and/or in the course catalog. The students of the respective course will each receive their own MAXQDA license to install on their private computers for the duration of the course. The license may only be used for the purposes of the course. The license may not be used to complete bachelor’s, master’s, doctorate or other qualifying theses, dissertations or publications.
4. Updates and Upgrades
4.1. 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.
4.2. At the release of a new version of MAXQDA, registered license holders of a purchase license receive a one-time reduction on the new price (upgrade price). This applies to all purchase licenses held by the Customer. The authorization to purchase an upgrade must be proven by specifying the serial number(s). The upgrade right is rendered void if the license holder has not exercised the right to upgrade for two program versions in sequence.
4.3. VERBI is entitled to create Software updates by own discretion.
4.4. Users free of charge licenses are not entitled to updates of the Software.
8 Restrictions to the Transfer of Usage Rights
1. In the event that the Customer is to be granted permanent usage rights to the standard Software, VERBI reserves the right to delay the transfer of said usage rights to the Customer until VERBI has received the full sum stated in the delivery contract, including additional costs (e.g. exchange costs, financing costs, interest, etc.). Until to this point, the Customer is only granted temporary rights, which can be revoked by VERBI in accordance with the following provisions: In the case of breach of contract by the Customer, in particular in the event of a delay in payment, VERBI reserves the right to retain the object of the contract and to retain parts of the object of the contract which have not yet been delivered. The withdrawal of the contractual object by VERBI does not constitute a withdrawal from the contract, unless VERBI has expressly declared this in writing. Seizure of the subject of the contract shall always involve withdrawal from the contract. VERBI shall be entitled to sell the object of the contract after the object has been withdrawn; the proceeds from the sale shall be credited to the Customer’s liabilities less the costs of the sale.
2. Until the time of the transfer of permanent rights of use pursuant to Paragraph 1, the Customer shall be obligated to notify VERBI immediately in the event of seizure or other interventions by third parties so that VERBI may bring an action pursuant to § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse VERBI for the judicial and extrajudicial costs of a prevailing complaint pursuant to § 771 ZPO, the Customer shall be liable for the failure incurred by VERBI.
9 Delivery and Scope of Performance
1. The delivery of the Software will be completed according to the delivery information on the VERBI website. 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 must be unlocked with a serial number, which the Customer will receive via e-mail.
2. An order will usually be processed within one week after it is entered.
3. If the Software is offered to the Customer electronically, in the form of a link allowing the Customer to download the Software from VERBI’s server, the Customer is responsible for obtaining the Software. After accessing the required data, the Customer alone decides whether and when to download the Software.
1. The software product is protected by German copyright law, international copyright laws as well as by other intellectual property laws.
2. The ownership and the copyright of the Software product (including, but not limited to pictures, photographs, animations, videos, audio, music, text and “applets”, that are included in the Software product), the printed accompanying material and all copies of the Software product belong to VEBRI.
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.
11 Activating the Software
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.
2. To use the Software, the Customer must activate it with the serial number. VERBI expressly points out that some operating systems for activating the Software require an internet connection (e.g., Mac OS X). If the Customer does not have an internet connection, VERBI will undertake an alternative activation option for the Software in cooperation with the Customer. The activation requires the transmission of a variety of information about the computer used by the Customer and the system environment in which the Software is to be operated. This information may also contain personal data, as described in detail below. The Customer hereby accedes to the following:
DATA PROTECTION AGREEMENT (§ 4a BDSG [German Data Protection Act]):
3. During the online activation process VERBI will collect the following data for the verification and system-compatible activation of the license and then store it for the duration of the license: the registered serial number, the name entered by the Customer, the email registered by the Customer, the date of the activation process, the MAXQDA version used, the name and hostname of the computer, the user name, the installation code, the operating system used, and the serial number and IP address of the computer. The Customer agrees to the transmission of this information by using MAXQDA. VERBI stores the information and is entitled to use it to process support requests as well as to verify compliance with the license terms. VERBI does not transfer said data to third parties.
4. The Customer agrees to allow MAXQDA to periodically check the validity of the Customer’s license by using online checks on the VERBI Activation Server. This process takes place automatically, whereby the same information sent during the activation process is transmitted. For portable licenses, the IP address is not transmitted during online checks. If an online check shows that the license is invalid, VERBI has the right to inform the Customer about this, to demand the Customer purchase a correct license and / or to prohibit further use of the Software or license.
5. If the Customer wants to transfer the Software to a new computer, he must first deactivate the license on the old computer for some MAXQDA versions. In this process, the abovementioned data is transmitted again. The Customer can then start the activation process on his new hardware.
12 Copyright and License
1. The period of time for which Customer is granted the right to use the Software depends on whether the Customer has chosen a purchase license (Section 7 para. 1), a subscription (Section 7 para. 2) or a free license (Section 7 para. 3). If the Customer has chosen a purchase license, he/she will receive a simple right of use in the Software he/she has downloaded or had delivered. If the Customer has selected a subscription or a free license, the rights of use are limited in time to the duration of the underlying agreement.
2. The usage rights for upgrades are granted to the Customer in accordance with the underlying license type (purchase or leasing license). If the Customer has received and activated an upgrade, the usage rights for those elements of the standard Software which have been replaced by the upgrade expire at the time of the installation and activation of the respective upgrade. The Customer’s right to resell the upgraded Software also expires at this time.
3. The Customer shall be entitled to use the Software according to the provisions of the respective license type (Section 13). Furthermore, the Customer is entitled to make a backup copy of the Software. This is to be clearly labeled as such. VERBI may require that any duplicated pieces, which are unlawfully produced, distributed, or distributed illegally, be destroyed.
4. The Customer shall not be entitled to remove any copyright, trademark, property or other information provided on the data carriers, in the program itself or on the documentation. The use of the symbols, which are integrated into the Software, may only be carried out within the scope of normal, contractual use of the Software. The separate use or exploitation of the symbols is expressly forbidden.
5. The Customer is not entitled to reverse engineer, decompile or disassemble the Software product. This applies, however, only to the extent that the applicable law does not expressly permit such a possibility. The Software product is licensed as a single product. The Customer is not allowed to separate its components to use on more than one computer.
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.
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. In the case of a transfer of usage rights in this sense, VERBI is under no obligation to provide support and/or upgrades for the Software to the third party that acquires it, unless the third party concludes a separate agreement with VERBI. You may not rent, lease, or sublicense the Software.
8. The rights of the Customer to the software shall be terminated if the Customer violates the above-mentioned conditions of use. Notwithstanding any other rights, VERBI is entitled to revoke the Customer’s rights of use if the provisions and conditions of this contract are seriously violated. In both cases, the Customer is obligated to destroy all copies of the software product and its components. The Customer must confirm this in writing by email.
13 Conditions of Use According to the License Type
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.
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 their 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 on which it is installed. In case of loss, theft or other loss of the USB stick or in case of damage, the software can no longer be used. If the customer notifies VERBI of the above-mentioned circumstances, VERBI will block the relevant license and send a new activation code to the customer. In the case of damage having occurred to the USB-Stick, the damaged USB-Stick must be returned to VERBI.
3. Network Licenses
4. QDA Lab License
The QDA-Lab license is a special network license designed for classrooms and computer labs at colleges and universities. The use of the license is expressly limited to teaching purposes only. The QDA-Lab license is only available as an annual subscription for MAXQDA Standard or MAXQDA Analytics Pro. The license holder must ensure that the license will only be made available on computers that are physically within a designated room. The QDA Lab License must be set up and managed with our license management tool “MAXQDA License Service”, provided by VERBI free of charge. This tool requires the server PC to have a Windows environment (Windows 7 or newer). The QDA-Lab license is subject to special installation conditions, which will be communicated to the customer during the completion of the order.
5. University/Enterprise License
This license can be acquired by specified entities (Institutes, departments, etc.) of Universities, Colleges, Schools and Enterprises. The University/Enterprise License is server-based 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 University/Enterprise License Agreement between the license holder and VERBI.
14 Support Services
1. VERBI offers free online support to MAXQDA licensees. However, if you have acquired a free license, you are not entitled to the support services. 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.
2. To receive technical support, the Customer is obliged to register the Software online at: http://www.maxqda.com/help-support/onlinesupport.
3. VERBI offers free online-support only for the current and the previous version of the Software.
4. Additional individual support services (consulting) are of charge and require an individual, separate agreement with VERBI.
5. By violation of the Terms and Conditions / EULA, VERBI reserves the refusal of support services.
15 Data Protection
1. The Customer is herewith informed that VERBI collects, stores, processes the Customer’s data to the extent necessary for the processing the Customer’s order, payments and/or registration only, subject to the applicable data protection and data privacy laws, unless the Customer has consented to another type of use of this data.
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.
3. Customers can view their personal data free of charge at any time at VERBI. Written inquiries can be sent to VERBI GmbH, Bismarckstraße 10-12, 10625 Berlin, Germany or via e-mail to email@example.com.
16 Limited Liability, Limited Warranty and Disclaimer
The following provisions apply to the warranty for the acquisition and use of the Software:
1.1. VERBI warrants that the Software shall have the agreed upon quality when risk is transferred. The Software shall conform to the performance specification as per the provided user documentation, and the CDs or data storage devices (if the Software is purchased on such media) as well as the user documentation (if any) shall be free of material and manufacturing defects.
1.2. In the case of defects in the Software, the Customer is initially entitled to supplementary performance. The Customer may, as supplementary performance, demand the removal of the defect or the delivery of a defect-free Software. However, VERBI is entitled to refuse the type of supplementary performance selected if it is only possible with disproportionate costs and another type of supplementary performance presents no significant disadvantages for the Customer. If the defective object is to be replaced free of charge, this will require the return of the defective object. If the supplementary performance fails, the Customer may, in principle, demand a reduction of the purchase price (reduction) or an essential cancellation of the contract (withdrawal), if a reasonable deadline is set.
1.3. The Customer is obligated to examine the delivered Software for possible defects and to notify VERBI immediately. In this has occurred, VERBI warranties for twelve (12) months that the Software has the agreed quality (according to paragraph 1). If, in the absence of the agreed upon condition, the Customer is not provided a defect-free object within VERBI within a reasonable period, the Customer shall be entitled to demand a reduction of the price or to withdraw from the contract in the case of material defects.
2.1. VERBI warrants that the Software shall be of the agreed standard. The Software shall conform to the applicable performance specifications as per the user documentation, and the data storage device (if the Software is purchased on such a device) and the user documentation (if any) shall be free from defects.
2.2. Remedies of defects shall be made by either free repair or replacement delivery, as VERBI deems fit.
2.3. The Customer is only entitled to terminate the contract in accordance with § 543 para. 2, sentence 1 no. 1, of the German Civil Code (BGB), due to non-compliance with the contractual use, if VERBI has been given an adequate opportunity to remedy the defect and failed to do so. Such a failure shall be so deemed if any such remedy is impossible, if VERBI refuses to act or is unreasonably delayed, if there are reasonable doubts as to the prospects of success in remedying the defect, or if pursuing such a remedy would be unreasonable or achieve no remediation for the Customer.
2.4. The Customer is not entitled to remedy defects themselves and demand compensation for the expenses incurred, unless the Customer provided VERBI with the information necessary to ascertain the nature of the defect and VERBI was not able to provide a remedy within a reasonable period of time.
2.5. Claims for compensation for damages and expenses for reimbursement shall become statute barred at the completion of 12 months. This 12-month period begins at the earliest with the notification of the defect by the customer and at the latest at the end of the year in which the customer recognized the defect or could have recognized it without negligence.
3. Free Licenses
3.1. The claims are based on the legal regulations. VERBI assumes responsibility for deficiencies of the Software only to the extent that defects have been concealed fraudulently.
4. Other Liability Restrictions and Limitations
4.1. Claims for damages on the basis of simple negligence on the part of VERBI are limited to cases of foreseeable or typically occurring damages.
4.2. 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). VERBI is therefore not required to ensure that the Software’s functions meet the specific requirements of the Customer or work in conjunction with components in the Customer’s specific hardware configuration. The selection, installation and use of the Software as well as the desired results are the responsibility of the Customer.
4.3. Any warranty or liability is excluded for consequences resulting from alterations made by the Customer or a third party to the Software or through improper handling or incorrect operation of the Software.
4.4. VERBI does not accept any liability for the loss of data or damages to systems due to the use of the product, unless VERBI caused the loss intentionally or through gross negligence and the Customer had taken reasonable precautions to ensure that a data backup was carried out according to the latest technological standards and at appropriate intervals (at least once per day), so that the data could reasonably be reconstructed.
4.5. VERBI shall not be liable for damages that are not caused by the Software itself; In particular, VERBI shall not be liable for lost profits of the Customer, which are attributable to the use of the product.
4.6. The above limitations do not relate to claims of the Customer, so long as the damage is due to intent, gross negligence, injury to body, life or health, infringement of a guarantee claim and claims pursuant to §§ 1 and 4 of the German Product Liability Act. VERBI’s liability and liability for Software or systems not covered by this agreement are excluded.
4.7. 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.
4.8. (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 High Risk Activities
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.
18 Miscellaneous Provisions
1. The place of fulfillment for delivery and payment as well as the place of jurisdiction for all disputes arising hereunder shall be VERBI’s base of Berlin in as far as the Customer is a merchant or has a legal standing equivalent to this, including public legal entities.
2. This Agreement is governed by the laws of Germany. The application of the United Nations Convention for the International Sale of Goods (CISG) 11.04.1980 is expressly excluded.
3. The rights and obligations arising from an agreement between the parties, based on these conditions, cannot be transferred to third parties without the prior written consent of VERBI. Section 354a HGB (German Commercial Code) shall remain unaffected.
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 relevant statutory regulation shall apply in place of the ineffective provision.