1. Subject Matter

This End User License Agreement ("EULA") governs the use of the MEPLA software (hereinafter referred to as "Software") by the End User in relation to Mepla Software GmbH, Pallaswiesenstraße 12, 64289 Darmstadt (hereinafter referred to as "Rights Holder".

2. Personal Scope of Application

The offer to license this software is directed exclusively at entrepreneurs and not at consumers.

3. Provision of the Software

After agreeing to these license terms, the End User will be provided with the installation file for the software for download on the website https://www.mepla.net/ or, alternatively, via email. In order to activate the software, the End User will receive a license key via email.

4. Granting of Rights

(1) Subject to full payment of the license fee to the reseller or to the Rights Holder if the license is granted through direct sales, the Rights Holder hereby grants the End User the non-exclusive, perpetual right to use the Software by running it on a single computer or within a network by only one single person. In the event that the End User has rented the Software, the Rights Holder grants the End User, subject to full payment of the license fee, the non-transferable, non-sublicensable, and time-limited usage rights for the term of the Software rental agreement to run the Software for single use on a computer or a network.

(2) Simultaneous multiple use without the corresponding number of licenses is not permitted unless expressly approved by the Rights Holder.

(3) The End User may install the software, load it into the working memory, and use it as approved. The End User is entitled to create a backup copy necessary to ensure future use; this copy must be marked as such and include a copyright notice.

(4) The End User is only entitled to reproduce and decompile the software under the conditions set forth in Sections 69d(3) and 69e of the German Copyright Act (UrhG).

(5) The End User is not permitted to modify, supplement, extend, and/or further develop the software. Furthermore, the End User is not allowed to alter the user interface, remove and/or modify identifiers of the Rights Holder as well as copyright notices.

(6) The End User is only entitled to permanently transfer the Software to a third party, subject to the rights granted under this EULA, if they have acquired a Perpetual License for the Software to be transferred and completely cease using the Software upon concluding the contract with the third party and delete all copies of the Software, unless they are legally required to retain them for a longer period. The End User is obligated in this case to provide the Rights Holder with the name, address, and email address of the third party in text form for the purpose of exercising its audit rights. Additionally, the End User must obtain the third party's consent to transmit the aforementioned data to the Rights Holder and must document this consent accordingly for the rights holder.

(7) If the End User has rented the Software and has not acquired a Perpetual License, they are not entitled to sell, transfer, or otherwise provide the Software, including the backup copy, documentation, and any accompanying materials, to third parties in any manner (particularly by renting or lending).An exception to the prohibition set forth in sentence 1 regarding the resale and transfer of the Software to third parties applies to the provision of the Software to third parties who are not granted an independent right of use and who are subject to the End User’s instructions regarding the use of the Software.

5. Third-Party components

(1) The software contains open-source software components. The open-source license terms attached as Annex 1 apply to these components.

(2) Additionally, the software contains the third-party components listed in Annex 2. The license terms of the respective Rights Holders of these third-party components apply to them.

6. Warranty

(1) The Rights Holder warrants the agreed quality of the software and ensures that no third-party rights conflict with its contractual use.

(2) The warranty for material defects does not apply to defects resulting from the use of the software in a hardware or software environment that does not meet the requirements specified in the software description or from modifications and alterations made by the End User without being legally entitled to do so under statutory provisions, this contract, or prior written consent from the Rights Holder.

(3) The End User shall inspect the software immediately upon receipt for any obvious defects and promptly notify the Rights Holder if such defects are present. The same applies if such a defect becomes apparent at a later time.

(4) In the event of a material defect, the Rights Holder is initially entitled to subsequent performance, i.e., at their discretion, either to remedy the defect ("rectification") or to provide a replacement. As part of the replacement delivery, the End User may be required to accept a new version of the software, unless this results in unreasonable impairments. In the case of legal defects, the Rights Holder shall, at their discretion, either provide the End User with a legally unobjectionable right to use the software or modify it in such a way that no third-party rights are infringed.

(5) The Rights Holder is entitled to provide warranty services at the End User's premises. The Rights Holder also fulfills their obligation for rectification by either making updates with an automatic installation routine available for download on its website or providing them via a connection to the Rights Holder’s update server on the software’s user interface, and by offering telephone support to assist with any installation issues, unless this results in an unreasonable impairment for the End User.

(6) In the event that rectification or replacement delivery fails, the End User may either reduce the license fee paid to FastSpring regardless of whether they have purchased a perpetual license for the Software or rented the Software, in which case the Rights Holder shall refund the reduced amount. Alternatively , in the case of a perpetual license, the End User may request a full refund of the license fee from the Rights Holder, provided that they completely delete the Software in accordance with this EULA. In the event of a failure to remedy defects in the case of Software rental, the End User is entitled to terminate this agreement extraordinarily pursuant to § 543 (2) sentence 1 no. 1 BGB (German Civil Code). A failure to remedy defects exists in particular if defect rectification is impossible for the Rights Holder, if the Rights Holder refuses to remedy the defect, or if the defect rectification by the Rights Holder is otherwise unreasonable for the End User. The aforesaid does not apply in the case of insignificant defects. If the End User claims damages or reimbursement of futile expenses, the Rights Holder's liability shall be governed by the liability provisions set forth below.

(7) Except for claims for damages, warranty claims based on material defects expire after one year. The limitation period begins with the provision of the software for download and the transmission of the license key.

7. Liability

(1) The Rights Holder shall be liable without limitation.

(a) in cases of intent or gross negligence,

(b) for injury to life, body, or health,

(c) in accordance with the provisions (and to the extent) of the Product Liability Act,

(d) to the extent of any guarantee assumed by the Rights Holder, and

(e) in other cases where liability is mandatorily prescribed by law.

(2) In the event of a slightly negligent breach of a duty essential for achieving the purpose of the contract (cardinal duty), the liability of the Rights Holder is limited in amount to the damage that is foreseeable and typical for the type of business in question.

(3) Any further liability of the Rights Holder does not exist.

(4) The above limitation of liability also applies to the personal liability of the employees, representatives, and corporate bodies of the Rights Holder.

8. Term of the Software Rental Agreement

(1) This contract begins upon conclusion with the reseller and has the term agreed upon with the reseller.

(2) The contract terminates at the end of the term without the need for a termination notice.

(3) The right to extraordinary termination remains unaffected.

9. Deletion after the expiration of the license

(1) After the termination of the contract, the End User is obligated to cease using the Software and to delete the Software, including all program copies (including the backup copy), as well as all provided documentation, materials, and other documents. The deletion shall be carried out at the End User’s own expense.

(2) Any use of the Software after the termination of the license agreement is not permitted.

10. Security Measures and Audit Rights

(1) The End User shall secure the software, particularly the license key, against access by unauthorized third parties through appropriate measures. In particular, all copies of the software and access credentials must be stored in a protected location.

(2) The End User shall enable the Rights Holder, upon request and within a reasonable period, to verify the proper use of the software, in particular to determine whether the End User is using the program qualitatively and quantitatively within the scope of the licenses acquired. For this purpose, the End User shall provide information to the Rights Holder, grant access to relevant documents and records, and allow a review of the deployed hardware and software environment by the Rights Holder or an auditing firm designated by the Rights Holder and acceptable to the End User. The Rights Holder may conduct the audit at the End User's premises during their regular business hours or have it carried out by third parties bound to confidentiality. The Rights Holder shall take care to minimize any disruption to the End User's business operations caused by their on-site activities. If the audit reveals that the acquired license count has been exceeded or that there has been any other non-contractual use, the End User shall bear the costs of the audit; otherwise, the Rights Holder shall bear the costs. All other rights remain reserved.

(3) The preceding paragraph shall apply accordingly even after the termination of the contract, with the provision that, in the event of a violation of the deletion obligations, the End User shall bear the costs of the verification. All other rights remain reserved.

11. Miscellaneous

(1) The End User may transfer claims against the Rights Holder to third parties only with the prior written consent of the Rights Holder. Section 354a of the German Commercial Code (HGB) remains unaffected.

(2) If the software is subject to export and/or import control restrictions, the End User must comply with them.

(3) The End User's general terms and conditions shall not apply.

(4) These terms shall be governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).

(5) The exclusive place of jurisdiction is the registered office of the Rights Holder, provided that each party is a merchant or a legal entity under public law or does not have a general place of jurisdiction in Germany.

(6) In case of ambiguities regarding the interpretation of this EULA, the German language version shall prevail.