CRYSTAL CLASS LIBRARY® LICENSE AGREEMENT

Crystal Class Library® (hereinafter referred to as “CCL” or “the Software”) is a cross-platform application framework, made available exclusively to commercial customers in accordance with this Crystal Class Library® License Agreement (“the Agreement”) under different licenses by CCL Software Licensing GmbH (“CCL GmbH”), incorporated at Poßmoorweg 38, 22301 Hamburg, Germany.

Alternative to commercial licensing, CCL can be used under the terms of the GNU Affero General Public License Version 3 (AGPLv3 open-source license). For more information, see under https://www.gnu.org/licenses/agpl-3.0.en.html - in this case, the conditions of that open-source license apply exclusively.

1.     Grant of License; Restrictions; Access

1.1   CCL GmbH hereby grants to Licensee a non-exclusive, non-transferable license as further defined in Annex 1 “CCL License Types” to download, install, use, reproduce, modify, display, perform, and make available the Software as part of:

a.      a Desktop Application (a computer program designed to run on a general-purpose computer such as a PC or notebook, typically installed and executed locally on the computer's operating system),

b.     a Mobile Application (a computer program that is designed to run on a general-purpose mobile computer, such as a mobile phone or tablet, typically installed and executed locally on the computer's operating system) or

c.      a Server Application (a computer program running on servers or cloud environments providing digital services or functionality to users or other systems over a network) or

d.     an Embedded System (a computer program that is integrated into and distributed as part of a hardware device or system that is not a traditional computer) which requires in addition to a Paid License as defined in “CCL License Types” an additional “CCL Embedded License” including agreed upon additional royalties for this more extensive use. For more information, please contact us at info@ccl.dev.

1.2   Licensee is not permitted to distribute and/or make the Software or any subset of it publicly available alone and without integration into an (Desktop, Mobile, or Server) Application – or – under the “CCL Embedded License” into an Embedded System.

1.3   A distribution of the Software as part of an SDK shall only be permitted, provided that and only when (a) such a distribution is agreed upon in writing by CCL GmbH, (b) the SDK is distributed by Licensee free of charge, and (c) the SDK contains a license note and instructions, both agreed upon between CCL GmbH and Licensee, for the third party developer on how to obtain a License for the Software from CCL GmbH.

Licensee is further not permitted to distribute the Software to third parties without a valid license authorizing such distribution, or to remove or alter any license notes, such as copyright notices, disclaimers of warranty, or limitations of liability.

1.4   The Software is provided electronically and may be downloaded by Licensee, subject to reasonable access restrictions via a platform designated by CCL GmbH (e.g., a GitHub repository or a comparable download source).

During the term of an active Paid License the Licensee is entitled to receive access to:

·       Software Updates,

·       Bug Fixes, and

·       New versions of the Software.

Installation and configuration of the Software shall be carried out by Licensee and under his sole responsibility unless expressly agreed upon otherwise.

2.     CCL License Types; Audit Rights; Ownership of the Software; Support  

2.1   The Software can be used by Licensee for the license granted under Section 1.1 provided, that: Licensee has purchased an appropriate License as listed in Annex 1 “CCL License Types” and Licensee agrees to use the Software only as is allowed under the particular License Type as described in this Annex 1.

2.2   CCL GmbH is entitled, at its own expense, to engage an independent, certified public accountant to audit Licensee’s books and records solely with respect to its use of the Software. Such an audit must be conducted during normal business hours at the Licensee’s premises and must not unduly interfere with its business operations. The auditor may not remove, copy, or disclose any electronic material during an audit. If an audit reveals that Licensee is using the Software in a manner that constitutes a material breach of the terms of the License, Licensee is obligated to compensate CCL GmbH for the breach and reimburse the reasonable costs incurred in conducting the audit. The auditor is solely authorized to report violations of the terms of this license, with Licensee receiving a copy. Licensee has the right to comment on the report before it is finalized.

2.3   This Agreement shall not transfer ownership of the Software and/or further copyrighted rights of use, related rights or other industrial property rights (e.g. trademark rights, name rights, title protection rights). Licensor remains the owner of the Software at all times.

2.4   Support services (e.g. Assistance in Use to assist Licensee in making the Software operational) are available only as a paid service if individually agreed upon in writing with CCL GmbH.

3.     Liability

3.1   CCL GmbH shall be liable without limitation for injury to life, body or health as well as for intent and gross negligence. The same applies to liability under the German Product Liability Act (Produkthaftungsgesetz) and for guarantees expressly assumed in writing by CCL GmbH.

3.2   In cases of slight negligence, CCL GmbH shall only be liable for the breach of essential contractual obligations, i.e. obligations whose fulfilment is essential for the proper execution of the contract in the first place or the breach of which jeopardizes the achievement of the purpose of the contract and on the compliance of which the customer may regularly rely. In these cases, CCL GmbH's liability is limited to the foreseeable damage typical of the contract based on the nature of the transaction in question. The unlimited liability according to Section 3.1. remains unaffected.

3.3   Licensee shall bear contributory negligence, for example by failing to perform proper data backups.

3.4   The provisions of this Section 3. also applies to the personal liability of CCL GmbH's employees, representatives, organs, and vicarious agents.

3.5    CCL GmbH is always entitled to remedy defects by providing an update.

4.     Term and Termination

4.1   CCL GmbH may terminate this license if Licensee materially breaches any obligation under this license, provided that Licensee has been notified of such breach and has been given the opportunity to remedy the breach within a period of at least sixty (60) days following such notification.

4.2   Licensee may terminate his subscriptions for the first time to the end of the contractually agreed term (minimum term). If a subscription is not terminated in due time, it shall be automatically renewed at the regular price for an indefinite period upon expiry of the minimum term. After expiry of the minimum term, a debit shall be made for a further billing period corresponding to the minimum term, for example for an annual subscription, for a further 12 months (at the regular 12-month price).

4.3   Upon termination of this License, Licensee is obligated to immediately cease the use, reproduction, distribution, modification, display, performance, and dissemination of the Software and to pay all outstanding fees and contractual penalties without delay. 

4.4   Sections 2.2, 2.3, 3. through 9. of this License shall remain in effect even after termination of the License to the extent necessary to achieve their objectives.

5.     Severability

In the event that any provision of this Agreement will, for any reason, be determined invalid, illegal, unenforceable or in contravention of law by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall be construed in such a way that the remaining provisions of this License remain unaffected, and such provision shall be modified by said court to the maximum extent permitted by law so as to be enforceable.

6.     Force Majeure

No Party shall be liable for failure to perform its obligations under this Agreement when the failure is due to force majeure such as fire, flood, strikes, lockouts, slow-downs or other industrial disturbances, war, riot, insurrection, difficulties in procuring labor or materials or other such causes beyond the control of the parties.

7.     Written Form

This Agreement may not be modified or amended except by written amendments duly executed by the Parties. This form requirement also applies to a waiver or modification of this section.

8.     Assignment

Except as otherwise provided herein, this Agreement shall be binding upon the respective successors and permitted assigns of the Parties. Licensee may assign this License, in whole or in part (whether by operation of law or otherwise), with prior consent from CCL GmbH, which shall not be unreasonably withheld or delayed. CCL GmbH may assign any of its rights or delegate any of its obligations hereunder with prior notice to Licensee, provided that the successor maintains at least the same level of security, confidentiality, and data protection measures as in place at the time of assignment or delegation. Any attempt to assign Licenses under this Agreement other than in accordance with this Section 8. shall be null and void.

9.     Choice of Law and Venue

9.1   This Agreement shall be construed, interpreted and governed by the laws of Germany; venue shall be in Hamburg.

9.2   The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

ANNEX 1

CCL Standard License Types  

Crystal Class Library® (“CCL” or “the Software”) can be used by Licensee in desktop, server, or mobile applications for the license granted under section 1.1. a., b., and c., of the Crystal Class Library® License Agreement using one of the License Types listed below. Licensee agrees to use the Software only as allowed under the particular License Type and as described further below. Additional royalties apply for embedded use.

I. Paid License Types for yearly or monthly subscription

Staff Limit

The staff headcount criterion covers full-time, part-time, temporary and seasonal staff and in­cludes employees, persons working for the enterprise who have been seconded to it and are considered to be employees under national law (this can also include temporary or so-called interim em­ployees); owner-managers and partners engaged in a regular activity in the enterprise and deriving financial advantages from the enterprise. 

Revenue Limit

The annual revenue limits applicable to the License Types are based on revenue received or obtained by the Licensee over the previous calendar or fiscal year. Revenue limits are in EUR or currency conversion equivalent.

For obtaining a Small or Medium Business License please provide CCL with relevant documentation regarding the required staff and revenue limits. 

Licensee is obliged to inform CCL GmbH immediately if Staff or Revenue Limits are exceeded. 

II. Free License “CCL for Individuals” 

This License is obtainable free of charge only for a single natural person doing business without any staff and a yearly revenue below EUR 25,000.00.

For obtaining a “CCL for Individuals” License please provide CCL with relevant tax documentation for the previous calendar year regarding the required revenue limit.

You may not use this License with other License Types simultaneously. You may not combine or integrate your content or Products developed under this License with any of your content or Products developed with another License Type. 

III. Moving between License Types

If you exceed the Revenue or Funding Limit for the License Type you are using then you must either purchase a new License Type appropriate for your new Revenue or Funding Limit or immediately cease developing and Distributing Products.

If you have a subscription License and you become eligible for a License Type with a lower Revenue or Funding Limit then please provide CCL with relevant documentation regarding the required staff and revenue limits to convert your subscription to the new License Type.