Terms and Conditions (GTC)
Software License Terms and Conditions
XRAY-LAB Industrial Services GmbH
Sternenfels, Germany
These Software License Terms and Conditions (the “Agreement”) govern the installation and use of the software supplied by XRAY-LAB Industrial Services GmbH (“Licensor”) to the customer (“Licensee”). By ordering, installing, or using the Software, the Licensee agrees to be bound by this Agreement.
1. Grant of License
The Licensor hereby grants to the Licensee a non-exclusive, non-transferable, and revocable license to install and use the supplied software (the “Software”) solely in accordance with the scope defined in this Agreement and the corresponding quotation or order confirmation. This license:
- Authorizes use only for the Licensee’s internal business purposes
- Confers no right of ownership, resale, or sublicensing
- Does not include the right to copy, modify, or integrate the Software without written permission
All rights not expressly granted remain with the Licensor.
2. License Scope
Unless otherwise stated in the quotation, each installation of the Software requires a separate license. The Licensee may install the Software on one designated system and one additional backup or standby system solely for disaster-recovery purposes, provided that both installations are not used simultaneously. Use of the Software in a virtualized environment, on cloud-based systems, or on additional hardware units requires express written authorization and separate licensing.
3. Ownership and Intellectual Property
The Software and all associated materials, including documentation, algorithms, databases, and graphical interfaces, are and shall remain the exclusive intellectual property of XRAYLAB Industrial Services GmbH. No ownership rights, source code, or design rights are transferred to the Licensee. The Licensee acknowledges that the Software may contain proprietary trade secrets and confidential technical know-how, and agrees to maintain the confidentiality of such information. The Licensee shall not remove, alter, or obscure any copyright, trademark, or proprietary notices on the Software
4. Restrictions
The Licensee shall not, without prior written consent from the Licensor:
- Copy, reproduce, or distribute the Software or any portion thereof
- Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code
- Modify or create derivative works based on the Software
- Rent, lease, sublicense, or otherwise transfer the Software to any third party
- Circumvent any license key, activation mechanism, or usage restriction
Any breach of this clause constitutes a material violation and grounds for immediate termination of the Agreement
5. Support, Maintenance, and Updates
Support and maintenance services are provided only if explicitly stated in the quotation or covered under a separate Support Agreement. Unless otherwise agreed:
- Minor updates and patches may be provided at the Licensor’s discretion
- Major version upgrades require a new license or maintenance subscription
- Technical support is limited to issues directly related to the functionality of the licensed Software
The Licensor is under no obligation to maintain compatibility with third-party products or systems
6. Warranty and Disclaimer
The Software is provided “as is” and without warranty of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Licensor does not warrant that:
- The Software will meet all operational requirements or function uninterruptedly
- The Software will be free from defects or errors
- The Software will be compatible with all hardware or configurations
Any warranty obligations shall be limited to those explicitly provided in writing.
7. Limitation of Liability
To the maximum extent permitted by law, XRAY-LAB Industrial Services GmbH shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to the use of the Software, including but not limited to data loss, downtime, or loss of profits. In no event shall the Licensor’s total cumulative liability exceed the total amount paid by the Licensee for the Software license giving rise to the claim.
8. Confidentiality and Data Protection
The Licensee shall treat as confidential all technical, commercial, and operational information obtained from the Licensor in connection with the Software. This obligation shall survive termination of the Agreement. If the Software processes personal or sensitive data, the Licensee remains the data controller and is responsible for compliance with applicable data protection laws. The Licensor’s processing of any such data shall be limited to maintenance and support purposes, in accordance with applicable GDPR requirements
9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The courts of Munich, Germany shall have exclusive jurisdiction to resolve any disputes arising from or related to this Agreement.
10. Acceptance
By issuing a purchase order, signing a quotation, or making payment referencing this document, the Licensee acknowledges having read, understood, and accepted these Software License Terms and Conditions. Installation or use of the Software likewise constitutes acceptance.
11. License Enforcement and Hardware Binding
11.1 Single-System License Basis
Each Software license is granted for use on one designated hardware system only (“Licensed System”), as defined in the corresponding quotation or order. The Licensee may not install, copy, or operate the Software on multiple systems unless expressly authorized.
11.2 Backup Installation
A single additional installation may be made for backup or disaster recovery purposes, provided that:
- The backup installation is not used simultaneously
- It remains under the Licensee’s control at the same licensed site.
11.3 Hardware Identification and Verification
The Licensor may implement license keys, hardware fingerprinting, or activation controls to ensure compliance. The Licensee shall not disable or tamper with such mechanisms.
11.4 Prohibition on Duplication or Redistribution
Without prior written consent, the Licensee shall not:
- Copy, clone, or replicate the Software for multiple users or systems.
- Use virtualization or emulation to run multiple instances.
- Transfer the license to any third party.
11.5 Audit and Verification Rights
Licensor may audit license compliance upon reasonable notice. Licensee shall cooperate and provide documentation or access for verification
11.6 License Violation and Termination
Unauthorized duplication or transfer constitutes a material breach. The Licensor may terminate the license immediately and seek damages or recovery of unpaid fees.
11.7 Preservation of Intellectual Property Rights
Nothing herein transfers ownership of the Software. All intellectual property remains the property of XRAY-LAB Industrial Services GmbH
