Contrat de licence

End-user license agreement and terms of use for MyContactCenter software products

This Agreement governs the license rights and terms of use for MyContactCenter software Products hereinafter referred to as “Products”.
By purchasing a Product from an authorized Ilogixx reseller, the end-user and purchaser (hereinafter referred to as Licensee), has acquired a Copyright protected product. Ilogixx Limited (hereinafter referred to as Licensor) retains all titles in these Copyrights. Consequently, legal use of the Products requires Licensee’s consent to the following license and terms of use agreement (the “Agreement”).
Licensee consents to and approves all terms and conditions of this Agreement by opening the sealed envelope of the software CD or at the Start of the installation procedure for the respective Product by explicitly confirming this Agreement by clicking the respective Button. Additionally the reseller has explained the end-user license agreement and has given access to them before the end-user has purchased the Products.
If Licensee does not want to accept this Agreement, the Product must not be installed! In this case, the Licensee has the right to return the acquired Product to the respective reseller within 3o days after purchase for a refund of the purchase price.
The right of use in sense of this end-user license agreement is limited to the use by the end-user or the end-users enterprise. It is strictly prohibited to grant any rights to a third party.

§1 License terms and terms of use
The Products are protected by Copyrights and ancillary Copyrights that are not sold under the purchase agreement for Products. Licensor retains all titles in these rights.
By purchasing a Product, Licensee acquires the non-ex­clusive right to install and use the purchased product as follows:
The Product “MyContactCenter Server” can be installed and used only on one Computer System of the Licensee. The extent of licensed use is dependent on the number of acquired licenses (“MyContactCenter Agent”, “MyContactCenter Wallboard”, “MyContactCenter Administration”) and function wise by number and type of acquired optional function Licenses (“Option Packs”).
The client PC based Products (“MyContactCenter Agent”, “MyContactCenter Wallboard”, “MyContactCenter Administration”) may be in­stalled and used on multiple PCs of the Licensee. Never­theless, the number of executing instances must not exceed the number of client PC based Products Licenses acquired for the related MyContactCenter Server.
The control algorithms for generating Licensee specific license keys as described in the following do not exculpate Licensee from his obligations to correctly supply registra­tion Information and to control and obey the correct use of the Products and from his liabilities arising from violations of this Agreement.
After installing the Products, Licensee initially has a limited right to use the product for a period of 3o days after installation in accordance with the terms and conditions of this Agreement by entering a supplied “Temporary License Key”: Within this period, Licensee shall register the software free of Charge with Licensor and receive a new timely unlimited license key specific to the Licensee’s installation key (`unlimited License Key’), thereby transforming the timely restricted right to use into unrestricted right to use.
In consideration of Licensee’s consent to this Agreement, Licensor irrevocably agrees to allocate, free of Charge, an Unlimited License Key to the Licensee’s installation which will enable Licensee to use the software for an indefinite term, un­less the Product is an “evaluation” or “demo version” in accordance with §5 or §6.
For technical reasons, subsequent changes to the originally selected hardware configuration may require Licensee to request and re-load a new Unlimited License Key to maintain the unlimit­ed right to use the software (`Spare License Key’). Licensor will provide a respective Spare License Key without delay and free of charge if the Licensee reassures not to use the originally de­livered Temporary License Key from this point in time and not to pass on those Temporary License Key to any third party. Licensor has a database in place that stores the hardware characteristics relevant for the licensing process and assigns the end–user to the licenses. Those end-user data are not non-transferable and reassignment is excluded. The use of the software is only allowed on the system a license activation is made for. A change of the hardware bound to licenses is only permitted with the explicit written consent of Licensor and can only be reset by the Licensor. By this licenses are bound to a specific hardware / computer system and the right to use of the software is limited to this specific hardware / computer system. The use on any other hardware / computer system is only permitted with the explicit written consent of Licensor.
Reproduction, lending, rent, barter, exchange, leasing, hosting, operation as managed services, Software as a Service (SaaS) or any operation in a similar way of the products are not permitted without the explicit written consent of Licensor. Any use or purchase or sell of the Products in transactions circumventing the terms of this Agreement are explicitly excluded.
§2 Due Care and Caution of Licensee during Use of Products
As with all software products, and although rigid quality assurance measures have been taken by the manufacturer and Licensor, the use of Products involves a certain risk of hidden defects that may have an adverse effect on the intended full functionality of the overall system. However, problems may also be caused by any kind of combination of defective third party products (that are not part of Products) but installed with Products on the same system or sharing the same net­work. For this reason, Licensee of Products shall be prepared for temporary failures of Products at all times and, thus, the temporary failure of certain functionalities provided by these products during normal operation.
In view of this fact, Licensee agrees to take reasonable and appropriate measures with regard to its own business require­ments to limit the effects of such a potential unavailability on his business. This shall include state-of-the-art measures to maintain the local IP data network operational and appropriate measures to re-start the Products as soon as possible after a potential program failure (automatically or manually) to minimize downtime and – in particular for companies with increased security requirements – measures to ensure alter­native phone access to the company in case of an emergency.
In addition, Licensor expressly advises Licensee that no binding availability guarantees regarding the uninterrupted operational availability of all functionalities provided by the Products (as under normal operation) may be derived from general product information material for Products.
§3 Warranty
According to industry’s experience and due to the technical complexity of “off-the-shelf” (Standard) software products, it is not possible to manufacture Standard software products com­pletely free from defects. In principal this applies as well for ­Products. The Licensor therefore does not make any statements if the Products can meet the requirements of the Licensee any time.
Licensor grants to Licensee a warranty period of 18o days for defective Products. Warranty claims of Licensee must be made during this term, starting with the day of purchase, and shall be made towards the reseller of the product as Licensor’s auxiliary person. Products are considered “defective” only if
a) the recording media of the Product cannot be read
b) material characteristics described in the documen­tation cannot be provided and the generally intended use of the Products cannot be achieved resulting in significant impacts on the usability of the Products (`Critical Defects’).
In case a) Licensor will replace the media free of charge, while in case b) Licensee has the right of subsequent improvement by receiving a Product free of the claimed warranty defect.
Under warranty claim for subsequent improvement, Licensor shall inform Licensee of the date by which this Critical Defect shall be removed by providing a new free of charge software version. During this period the warranty period is put on hold. If the announced date of replacement lies more than 6o days after the original delivery date and is Licensor not able to suggest a generally acceptable method to circumvent the Critical Defect, Licensee may return the Products and rescind from the purchase agreement.
Permanent or sporadic malfunctions of the Products during the warranty period which do not meet the criteria of Critical Defects do not justify warranty claims. Software bug fixing in these cases is provided by delivery of free of charge version updates by Licensor or respectively under the terms and conditions of separately closed “Software Up-date Service Agreements”.
§4 Liability and Indemnification
Licensor’s liability for lost profits, unachieved cost savings on the part of Licensee, indirect damages and atypical, unforeseeable consequential damages (for instance, due to third party claims) are excluded and disclaimed. In particular, Licensor excludes liability for financial loss resulting from fees charged for the use of Products in combination with public communication networks or from the loss of recorded or transmitted data.
Licensor’s liability for any damages that are caused by willful misconduct or gross negligence of the user, its legal representatives or agents is excluded. The same applies to liability for default and impossibility.
The liability which results from a delay in product activation according to § 1 is excluded, the license is purchased through an unauthorized sales channel of the licensor.
Liability for typical, foreseeable damages is restricted per Licensee and contract to the paid license fee for purchased Products of Licensee, based on the overall contract value (also in the event of partial deliveries) but limited to a maximum of EUR 10,000 for personal injury and property damages EUR 2,000 for financial losses.
§5 License access and licensing synchronization
Licenses and licensing status of each licensed installation is stored in the licensing database of the Licensor. On a regular timely base the licensing information stored in the local installed and licensed system must be synchronized with the licensing information in the licensing database of the Licensor.
To ensure this, the local installed and licensed system must be able to connect to the licensing system over the internet. This synchronization is encrypted and without any personal data. The licensing server licensing.ilogixx.de is reached via https (port 443) and must be reachable at any time.
§6 Test versions of Products
If Licensee is provided with a Product version that is expressly referred to as ‘Evaluation Version” or “Beta Version ; typically free of charge, any liability of Licensor – except in case of willful misconduct and fraudulent non-disclosure of a defect – is excluded and disclaimed. These product versions are under­going final testing so that Licensee shall assume that not all product properties are fully functional and fully reliable at this time. Licensee bears the full and exclusive risk of the use of such product versions.
Licensor shall provide Licensees of such Evaluation or Beta Versions with free and enhanced support and assistance so that any defects in these product versions may be discovered and removed at the earliest possible date. On the other hand, Licensee agrees to implement such versions, to monitor closely the operation of these Products, to immediately notify Licensor of any problems, and not to disclose any information regarding the functions or defects for these product variants to third parties without the written consent of Licensor.
Upon delivery of a newer variant of an Evaluation or Beta Version, the right to use the earlier version shall expire.
The right to use the Evaluation Version shall expire upon delivery of the final product version of a Product and the warranty and liability duties of Licensor shall take effect. Nevertheless, Licensor is free at any time to revoke the license to use the Evaluation Version of the Product and to request to return the delivered test version to Licensor.
§7 Demo versions of Products
Any liability and warranty is excluded with regard to versions that are referred to as “demo version” of the Products. These product versions are intended to be used for technology demon­strations only and NOT released for permanent operation. Licensee shall assume that not all product properties are fully functional and reliable at this time. Licensee bears the full and exclusive risk of use of such product versions.

Software Maintenance
Framework Agreement
for
myContactCenter

What does a Software Maintenance Framework Agreement for myContactCenter involve?

Software is not a static product. It undergoes constant changes, improvements, further developments, and adjustments to modified usage conditions and hardware.
The end-user licence gives the licensee the chance to use the purchased myContactCenter software in the respective licence version and licensed scope. As part of the agreed warranty, the licensee receives free support for the first 180 days of licensing. If the licensee wishes to use support services beyond this 180-day period, it must conclude a software maintenance contract in accordance with the scope of its myContactCenter usage.
This software maintenance contract grants the licensee the rights established in this framework agreement.
In order to assert these rights, the licensee acquires a time credit through individual software maintenance licences, during which it may use the rights agreed on here.

§ 1. Contract conclusion
(1) The software maintenance contract for the myContactCenter product takes effect through the conclusion of individual software maintenance licences.
(2) The framework contract serves as the basis for the software maintenance licences.
§ 2. Software maintenance licences
(1) The licensee may acquire individual software maintenance licences through the certified resellers of ilogixx Limited (“licensor”) as per the prices stated in the price list.
(2) The software maintenance licences grant the licensee a time credit, during which the licensee may assert claims from this framework agreement.
(3) There are corresponding software maintenance licences for each module. To assert claims based on this framework agreement, all licensed modules must have valid software maintenance licences, which must have a credit of more than 0 days PER MODULE at the time the claims are raised.
(4) The licensor currently offers software maintenance licences with time credits of 1 year, 3 years and 5 years, where one year runs for 365 days. It reserves the right to introduce software maintenance licences with other durations, without this giving rise to legal claims.
(5) The scope of the time credit is determined by the software maintenance licence purchased, depending on the scope of the licensed myContactCenter usage as per § 3.
§ 3. Duration of the software maintenance licence
(1) Each software maintenance licence grants one time credit per module. The length of the time credit is based on the ratio between purchased time credits and available module licences per licensed myContactCenter module as per the following formula:

Example:
If the licensee uses myContactCenter’s Waiting Queues module with five module licences, and purchases one 1-year software maintenance licence for this module, it has a time credit of 365 days / 5 licences = 73 days on which it can raise claims based on the software maintenance contract.
(2) Parts of single days, resulting in at least half a day, are rounded to full days.
(3) If the licensee purchases additional module licences during the course of a software maintenance licence, these are included in the time-credit calculation starting from their activation date, thereby reducing the total duration of the software maintenance licences. The continuous licence chain is interrupted earlier, with consequences as per § 5 (claim exclusion).
§ 4. Start of time credit/Continuous licence chain
(1) The time credit acquired with the software maintenance licences starts running on the day the relevant module licence is activated, regardless of the date the software maintenance licence is purchased.
(2) Each additional time credit starts running on the day following that on which the previous time credit expires.
(3) The licensee can only use maintenance services as per this agreement if it has a time credit on the day of usage.
(4) The licensee is entitled, at any time, to purchase additional software maintenance licences to top up the time credit after activation until the day the claims from this framework agreement are raised.
(5) The warranty rights are not affected by the existence or non-existence of a time credit.
§ 5. Claim exclusion
(1) If the licensee does not have a complete chain of software maintenance licences at the time claims from this framework agreement are raised, the licensor can reject the claims. This does not affect the licensee’s warranty rights.
(2) If the licensor rejects claims due to lack of time credit or refuses to process them, it immediately advises the licensee of this.
§ 6. Services
(1) Insofar as the licensee has a time credit, it is entitled to the following services:
a. Free use of patches for myContactCenter
b. Free use of upgrades (new versions) of myContactCenter
c. Fault report delivery to the licensor via the reseller/distributor ticket system
d. Product development requests tested for feasibility and marketability.
§ 7. Upgrades
myContactCenter upgrades (new versions) may only be used free of charge with appropriate software maintenance licences. In order to also be able to perform upgrades within the first 180 days, valid software maintenance must be performed as per this framework contract during said time frame.
§ 8. Service exclusions
(1) The following services are not covered by software maintenance:
a. Faults caused by
i. Operational errors,
ii. Erroneous hardware,
iii. Erroneous installation,
iv. Erroneous configuration
v. Software changes by the licensee, or
vi. Misuse of the software.
b. Replacement deliveries in the event the original data carriers/software are/is lost, stolen or destroyed;
c. Delivery or replacement delivery of missing proof of purchase;
d. Maintenance work;
e. Installation of patches or upgrades;
f. Training/Briefings relating to the myContactCenter product;
g. Maintenance of versions older than those established in these conditions;
h. Guarantees regarding a time frame in which reported faults will be rectified.
(2) The licensor does not provide the licensee with any direct support. The licensee must contact its reseller/distributor for this, and conclude a support contract if necessary.
(3) The further development of upgrades or patches is geared around the latest technology and the interests of all myContactCenter users.
(4) The licensee is not entitled to create a software-based solution for a problem which can be avoided by changing operating behaviour, with no restriction of functionality.
§ 9. Co-operation duty/Warranty
(1) The licensee must ensure that myContactCenter is operated in accordance with the environmental conditions described in the technical documents and the commands and maintenance instructions listed in the operating manual.
(2) It must also ensure that the environment in which myContactCenter is used complies with the necessary operational requirements.
(3) The licensee must back up the myContactCenter data according to the current state of the art.
(4) The licensee must review and test maintenance services as soon as they have been rendered, and report any faults to the licensor. If it fails to report these, the service is deemed as having been approved, unless it involves a defect not identifiable during the examination. If such a defect becomes apparent later on, it must be reported as soon as it is discovered; otherwise the maintenance service is also deemed approved in relation to this defect.
§ 10. Maintained versions/Version change
(1) Software is only maintained for the latest product version of myContactCenter and the version directly preceding it.
(2) Only the latest version of the previous product version is maintained.
(3) If the licensee reports a fault in the previous product version, which has already been rectified in the latest product version, the licensor may advise it to upgrade to the latest product version in order to fulfil its obligations.
§ 11. Liability
(1) The licensor only pays compensation or reimburses futile expenses, regardless of the legal grounds (e.g. contractual or quasi-contractual obligations, defects in quality and title, breached obligations and unauthorised actions), as follows:
a. Liability based on deliberate actions or warranty is unlimited.
b. In the event of gross negligence, the licensor is liable for typical damages foreseeable at the time of contract conclusion.
c. In the event of a minor breach of an important obligation which jeopardises fulfilment of the contract purpose (material obligation, esp. default), the licensor’s liability is limited to typical damages foreseeable at the time of contract conclusion.
(2) The licensor is at liberty to raise the defence of contributory negligence.
(3) The licensor is not liable for data loss if the licensee does not comply with its duty to back up data.
(4) In the event of death, physical injury, harm to health or claims resulting from the Product Liability Act, the legal regulations apply unconditionally.
§ 12. Final provisions
(1) Changes or amendments to this agreement must be made in writing in order to be deemed valid. The written form requirement may only be voided in writing. Sending a written text, particularly by fax or email, will suffice in order for the written form requirement to be upheld.
(2) Federal German law applies, under exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The place of performance and jurisdiction for all disputes arising from and in relation to this agreement is the licensor’s headquarters – for contracts with merchants.
(3) If parts of this agreement are invalid or null and void, this shall not affect the validity of the remaining agreement. The parties commit to replacing the invalid or null-and-void sections with valid provisions coming as close as possible to their stated intentions.

Software Maintenance
Framework Agreement
for
myContactCenter

What does a Software Maintenance Framework Agreement for myContactCenter involve?

Software is not a static product. It undergoes constant changes, improvements, further developments, and adjustments to modified usage conditions and hardware.
The end-user licence gives the licensee the chance to use the purchased myContactCenter software in the respective licence version and licensed scope. As part of the agreed warranty, the licensee receives free support for the first 180 days of licensing. If the licensee wishes to use support services beyond this 180-day period, it must conclude a software maintenance contract in accordance with the scope of its myContactCenter usage.
This software maintenance contract grants the licensee the rights established in this framework agreement.
In order to assert these rights, the licensee acquires a time credit through individual software maintenance licences, during which it may use the rights agreed on here.

§ 1. Contract conclusion
(1) The software maintenance contract for the myContactCenter product takes effect through the conclusion of individual software maintenance licences.
(2) The framework contract serves as the basis for the software maintenance licences.
§ 2. Software maintenance licences
(1) The licensee may acquire individual software maintenance licences through the certified resellers of ilogixx Limited (“licensor”) as per the prices stated in the price list.
(2) The software maintenance licences grant the licensee a time credit, during which the licensee may assert claims from this framework agreement.
(3) There are corresponding software maintenance licences for each module. To assert claims based on this framework agreement, all licensed modules must have valid software maintenance licences, which must have a credit of more than 0 days PER MODULE at the time the claims are raised.
(4) The licensor currently offers software maintenance licences with time credits of 1 year, 3 years and 5 years, where one year runs for 365 days. It reserves the right to introduce software maintenance licences with other durations, without this giving rise to legal claims.
(5) The scope of the time credit is determined by the software maintenance licence purchased, depending on the scope of the licensed myContactCenter usage as per § 3.
§ 3. Duration of the software maintenance licence
(1) Each software maintenance licence grants one time credit per module. The length of the time credit is based on the ratio between purchased time credits and available module licences per licensed myContactCenter module as per the following formula:

Duration of the module’s software maintenance licencein daysNumber of module licences

Example:
If the licensee uses myContactCenter’s Waiting Queues module with five module licences, and purchases one 1-year software maintenance licence for this module, it has a time credit of 365 days / 5 licences = 73 days on which it can raise claims based on the software maintenance contract.
(2) Parts of single days, resulting in at least half a day, are rounded to full days.
(3) If the licensee purchases additional module licences during the course of a software maintenance licence, these are included in the time-credit calculation starting from their activation date, thereby reducing the total duration of the software maintenance licences. The continuous licence chain is interrupted earlier, with consequences as per § 5 (claim exclusion).
§ 4. Start of time credit/Continuous licence chain
(1) The time credit acquired with the software maintenance licences starts running on the day the relevant module licence is activated[FS1] , regardless of the date the software maintenance licence is purchased.
(2) Each additional time credit starts running on the day following that on which the previous time credit expires.
(3) The licensee can only use maintenance services as per this agreement if it has a time credit on the day of usage.
(4) The licensee is entitled, at any time, to purchase additional software maintenance licences to top up the time credit after activation until the day the claims from this framework agreement are raised.
(5) The warranty rights are not affected by the existence or non-existence of a time credit.
§ 5. Claim exclusion
(1) If the licensee does not have a complete chain of software maintenance licences at the time claims from this framework agreement are raised, the licensor can reject the claims. This does not affect the licensee’s warranty rights.
(2) If the licensor rejects claims due to lack of time credit or refuses to process them, it immediately advises the licensee of this.
§ 6. Services
(1) Insofar as the licensee has a time credit, it is entitled to the following services:
a. Free use of patches for myContactCenter
b. Free use of upgrades (new versions) of myContactCenter
c. Fault report delivery to the licensor via the reseller/distributor ticket system
d. Response to submitted fault reports within an appropriate time frame
e. Product development requests tested for feasibility and marketability.
(2) The licensor analyses each fault report submitted via the reseller/distributor ticket system. If this reveals a claim exclusion as per § 5 or a service exclusion as per § 9, it will immediately advise the licensee of this.
(3) The service entitlement as per point 1 d) is limited to faults caused by errors in the myContactCenter software itself, and which require a change to the source code in order to be rectified.
(4) Depending on the severity of the reported fault, the licensor responds during service hours (Monday to Friday 9am to 5pm, except for national and regional public holidays) as follows:
a. Priority 1: Fault inhibiting operation, i.e. use of the software is severely limited or impossible due to malfunctions, incorrect work results or response times. Examples of a priority 1 fault are total system failure or massive, enduring performance problems: Response within 4 hours.
b. Priority 2: Fault affecting operation, i.e. although use of the software is not impossible or severely limited due to malfunctions, incorrect work results or response times, the restriction is enough to be deemed considerable. Examples of priority 2 faults are rare, short interruptions; rare, short performance problems or minor performance problems: Response within 1 working day.
§ 7. Upgrades
myContactCenter upgrades (new versions) may only be used free of charge with appropriate software maintenance licences. In order to also be able to perform upgrades within the first 180 days, valid software maintenance must be performed as per this framework contract during said time frame.
§ 8. Service exclusions
(1) The following services are not covered by software maintenance:
a. Faults caused by
i. Operational errors,
ii. Erroneous hardware,
iii. Erroneous installation,
iv. Erroneous configuration
v. Software changes by the licensee, or
vi. Misuse of the software.
b. Replacement deliveries in the event the original data carriers/software are/is lost, stolen or destroyed;
c. Delivery or replacement delivery of missing proof of purchase;
d. Maintenance work;
e. Installation of patches or upgrades;
f. Training/Briefings relating to the myContactCenter product;
g. Maintenance of versions older than those established in these conditions;
h. Guarantees regarding a time frame in which reported faults will be rectified.
(2) The licensor does not provide the licensee with any direct support. The licensee must contact its reseller/distributor for this, and conclude a support contract if necessary.
(3) The further development of upgrades or patches is geared around the latest technology and the interests of all myContactCenter users.
(4) The licensee is not entitled to create a software-based solution for a problem which can be avoided by changing operating behaviour, with no restriction of functionality.
§ 9. Co-operation duty/Warranty
(1) The licensee must ensure that myContactCenter is operated in accordance with the environmental conditions described in the technical documents and the commands and maintenance instructions listed in the operating manual.
(2) It must also ensure that the environment in which myContactCenter is used complies with the necessary operational requirements.
(3) The licensee must back up the myContactCenter data according to the current state of the art.
(4) The licensee must review and test maintenance services as soon as they have been rendered, and report any faults to the licensor. If it fails to report these, the service is deemed as having been approved, unless it involves a defect not identifiable during the examination. If such a defect becomes apparent later on, it must be reported as soon as it is discovered; otherwise the maintenance service is also deemed approved in relation to this defect.
§ 10. Maintained versions/Version change
(1) Software is only maintained for the latest product version of myContactCenter and the version directly preceding it.
(2) Only the latest version of the previous product version is maintained.
(3) If the licensee reports a fault in the previous product version, which has already been rectified in the latest product version, the licensor may advise it to upgrade to the latest product version in order to fulfil its obligations.
§ 11. Liability
(1) The licensor only pays compensation or reimburses futile expenses, regardless of the legal grounds (e.g. contractual or quasi-contractual obligations, defects in quality and title, breached obligations and unauthorised actions), as follows:
a. Liability based on deliberate actions or warranty is unlimited.
b. In the event of gross negligence, the licensor is liable for typical damages foreseeable at the time of contract conclusion.
c. In the event of a minor breach of an important obligation which jeopardises fulfilment of the contract purpose (material obligation, esp. default), the licensor’s liability is limited to typical damages foreseeable at the time of contract conclusion.[CB2] [FS3] (2) The licensor is at liberty to raise the defence of contributory negligence.
(3) The licensor is not liable for data loss if the licensee does not comply with its duty to back up data.
(4) In the event of death, physical injury, harm to health or claims resulting from the Product Liability Act, the legal regulations apply unconditionally.
§ 12. Final provisions
(1) Changes or amendments to this agreement must be made in writing in order to be deemed valid. The written form requirement may only be voided in writing. Sending a written text, particularly by fax or email, will suffice in order for the written form requirement to be upheld.
(2) Federal German law applies, under exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The place of performance and jurisdiction for all disputes arising from and in relation to this agreement is the licensor’s headquarters – for contracts with merchants.
(3) If parts of this agreement are invalid or null and void, this shall not affect the validity of the remaining agreement. The parties commit to replacing the invalid or null-and-void sections with valid provisions coming as close as possible to their stated intentions.