This Agreement specifies the terms and conditions under which Galaxiis will license its software as described in Annex 1 (the “Software”) to the Licensee upon purchase orders concluded between Galaxiis and Licensee. The provision of support and maintenance services, if any, is subject to separate agreements, except as otherwise expressly provided in the respective purchase order (in which case the terms and conditions of this Agreement shall apply accordingly to such additional services).
Licensee acknowledges the exclusive right and title of Galaxiis regarding the Software. The granting of a license does not imply any transfer of copyright or other property rights nor does it constitute the purchase of any rights to the Software or to the documentation or the media on which the Software is loaded or printed. Upon payment of the respective license fees, Galaxiis grants Licensee, for use by Licensee, and as applicable - depending on the geographical scope under the respective purchase order - other companies of the group of companies controlled by Zurich Insurance Group Ltd, the non-exclusive right to use the Software in accordance with this Agreement and the respective purchase order and for the duration agreed in the respective purchase order. Licensee may not transfer or sublicense any license rights without Galaxiis’s prior written consent.
Unless otherwise specified in the applicable purchase order, Licensee may install, store, load, execute, and display one copy of the Software on one device at a time for productive purposes. Licensee may, at its own risk, adapt the Software to the extent intended according to its documentation (parameterization) or connect the Software with interoperable programs. Licensee may use an unlimited number of copies of the Software for its internal development purposes only. Licensee is entitled to make archive and backup copies of the Software. Licensee is also entitled to use the Software on a backup system (redundant system for high availability) provided that and as long as the copy is not used productively on a productive system. Licensee is also entitled to use the Software or a copy of it non-productively for testing purposes. The copies may not be used in any other way and productive use on the backup system is to be discontinued as soon as the original or replacement system is operational. Licensee must list on its copies all copyrights mentioned in or on the Software. Licensee may not copy the software onto a public or distribution network. The use of updates, upgrades and other improvements made available by Galaxiis under this Agreement or a separate maintenance agreement is also subject in every respect to the terms of this Agreement.
For the rights granted under this Agreement in combination with a purchase order, Licensee shall remit to Galaxiis the fees according to the respective purchase orders. Value added tax (VAT), withholding tax or any other levies due to the tax authorities in the country of the Licensee shall be entirely borne by the Licensee and in no case shall Galaxiis be responsible to pay any such taxes and/or levies. Except as expressly stated otherwise in this Agreement, none of the parties hereto shall be entitled to withhold any money due to the other in view of possible (justified or unjustified) claims against such other party.
Galaxiis is not liable for claims based on violations of intellectual property rights caused by the fact that
These terms contain Galaxiis sole obligations concerning claims arising out of violations of intellectual and industrial property rights connected with products and/or deliveries and services by Galaxiis. Any further claims by Licensee are expressly excluded.
Galaxiis warrants that the Software is free from substantial defects, which might eliminate or reduce its functionality as described in Annex 1. Minor defects are immaterial. Galaxiis does not warrant that the Software is error free or that Licensee will be able to operate the Software without problems or interruptions. Licensee must prove that performance restrictions or disturbances, which have or may have occurred through the operation, installation, integration, incorporation or modification of the Software or the system environment, have been caused by the Software. Galaxiis shall charge Licensee for services performed by Galaxiis if they were performed prior to the establishment of such proof and if no such liability can be established at a later date. Galaxiis maintains the right under this warranty to remedy any defects. Such remedy may at Galaxiis’s sole option consist of an elimination of such defects, provision of a new program version, or by indicating ways to eliminate the results of defects, including workarounds. A complete elimination of a defect may not always be possible. Licensee shall support Galaxiis comprehensively and at no charge, e.g., by collaboration, providing work space, hardware and Software, data, and telecommunications. Licensee shall accept a new version of the program even if this results in reasonable restructuring and reconfiguration issues. Licensee may reduce the price or rescind the order if the defect remedy (after several attempts, if necessary) is unsuccessful. Clause 7.7 shall apply for damages claims. All other warranty rights are hereby excluded. Galaxiis shall namely not be liable for expenses incurred by third parties to remedy the defects or for contractual costs. Complaints and other information relating to defects of the Software must be immediately reported in writing by Licensee to Galaxiis . Failure to do so shall result in the expiry of this warranty. Except as expressly provided otherwise in the respective purchase order, this warranty shall cover a period of six months from the date of the acceptance of a purchase order. Except as otherwise mentioned in this Agreement, Galaxiis makes no representations and extends no warranties of any kind, either express or implied. There are no express or implied warranties of merchantability or fitness for a particular purpose. Licensee shall be solely responsible for the selection and use of the Software as well as the solution intended to be achieved by the use of the Software.
Galaxiis may terminate Licensee’s license if, even after having been warned, Licensee materially violates the terms of this Agreement or the license terms in such a way as to seriously endanger Galaxiis's rights to the Software. The Software including any changes, etc., must be destroyed or returned to Galaxiis without delay on termination except for the archive copies and except for the storage of data belonging to Licensee. Applicable Law and Jurisdiction This Agreement shall be construed under and governed by the laws of Switzerland without reference to conflict of law principles. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable. It is the express decision of the Parties that any controversy or dispute which may arise between the Parties concerning this Agreement and which cannot be settled amicably shall be submitted exclusively to the competent courts of the city of Zurich (Switzerland). The right of appeal to the Swiss Federal Court is being reserved.