End-User License agreement for jalada Software (EULA)

Important: Please read this License Agreement carefully before completing the installation process or using the Software


This Software End-User License Agreement ("EULA") is a legal agreement between you (either an individual or, if purchased or otherwise acquired by or for an entity, an entity) and jalada. It provides a license to use the Software and contains warranty information and liability disclaimers. By installing and using the Software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this agreement. You must not install or use the Software unless you have read and accepted the terms and conditions herein; by proceeding with the installation or the use of the Software or any part thereof, you shall be deemed to have agreed to all the terms and conditions of this license agreement. In this event give the Software back to where you have purchased it (inclusive all written material and, if applicable, the complete undamaged package) immediately but at the latest within 14 days for a refund of the purchase price.

This EULA shall apply only to the Software supplied by jalada herewith regardless of whether other Software is referred to or described herein.

1 Definitions

1.1 jalada: jalada means jalada GmbH or its licensors, if any.

1.2 Software: Software or product means the jalada software program(s) and its components as well as third-party software, in each case supplied by jalada herewith; inclusive corresponding documentation, associated media, examples, printed materials, online or electronic documentation and all modified versions and copies, which are provided by jalada in the form of updates, upgrades, patches and enhancements of jalada provided that these are not regulated by another agreement.

1.3 Demo-Version: Demo-Version or Trial-Version means a version of the Software, so identified, to be used only to review, demonstrate and evaluate the Software for a limited time period. The Demo-Version may have limited features, may lack the ability for the end-user to save the end product, and will cease operating after a predetermined amount of time due to an internal mechanism within the Demo-Version.

1.4 Output-File: An output file means a file that is created by using the Software.

2 License grants

The licenses granted in this Section 2 are subject to the terms and conditions set forth in this EULA.

2.1 Subject to Section 2.3, you may install and use the Software on a single computer; or install and store the Software on a storage device used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2.3, a license for the Software may not be shared, installed or used on different computers.

2.2 The use of the Software within a network is illegal where there is the possibility of a concurrently multiple use of the program.

2.3 In addition to the single copy of the Software permitted in Section 2.1, the primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: (i) The second copy of the Software on the portable or home computer is not used at the same time as the copy of the Software on the primary computer and is used by the primary user solely as allowed for such version or edition, (ii) the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed.

2.4 You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes.

2.5 You agree that jalada may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse jalada for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

2.6 Your license rights under this EULA are non-exclusive.

3 License key and Product activation

3.1 The license rights granted under this Agreement may be limited to the first twenty-eight (28) days after you first install the Software unless you supply information required to activate your licensed copy in the manner described during the setup sequence of the Software. You may need to activate the Software through the use of the Internet or telephone; toll charges may apply. 

3.2 There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that jalada may use those measures and you agree to follow any requirements regarding such technological measures. You may also need to reactivate the Software if you modify your computer hardware or alter the Software. Product activation is based on the exchange of information between your computer and jalada. None of this information contains personally identifiable information nor can they be used to identify any personal information about you or any characteristics of your computer configuration.

4 License restrictions

4.1 Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.

4.2 You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

4.3 Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.

4.4 You are not authorized to alter the contents of a hard drive or computer system to enable the use of a Demo-Version of the Software for an aggregate period in excess of the trial period for one license to such Demo-Version, to disclose the results of software performance benchmarks obtained using the Demo-Version to any third party without jalada prior written consent, or to use the Demo-Version of the Software for a purpose other than the sole purpose of determining whether to purchase a license of the Software.

4.5 You shall not use the Software to develop any application having the same primary functions as the Software.

4.6 In the event that you fail to comply with this EULA, jalada may terminates the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).

5 Updates/ Upgrades

5.1 You must have a valid license for the previous or more inferior version of the software in order to be allowed to use an upgrade or update for the software. Upon transferring this previous or more inferior version of the software to third parties the right to use the upgrade or update of the software shall expire.

5.2 The acquisition of an upgrade or update does not in itself confer any right to use the software.

5.3 If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the Software to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is pursuant to Section 7.

5.4 You agree and confirm that any obligation to supply support can be terminated for earlier versions of the software by jalada with the availability of such an update or upgrade.

6 Ownership

6.1 The foregoing license gives you limited license to use the Software. jalada and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software - as an independent work and as an underlying work serving as a basis for any application you may develop - and all copies thereof. All rights not specifically granted in this EULA, including federal and International copyrights, are reserved by jalada and its suppliers.

6.2 Title and intellectual property rights in and to any content displayed by or accessed through the jalada Software belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content.

7 Transfer of rights

7.1 You may permanently transfer all of your rights under this EULA only as part of a sale or transfer, provided you retain no copies of the license and the recipient agrees to the terms of this EULA. A return of the product due to a failure to accept the terms and conditions of this Agreement, e.g. the product activation, shall not be possible following the transfer of rights.

7.2 Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.

7.3 You may not sell any Demo- or Trial-Versions.

8 Limited warranty and disclaimer

8.1 Except with respect to any Samples and Demo-Versions of the Software, jalada warrants for a period of ninety (90) days from the date of delivery (as evidenced by a copy of your receipt) that, when used with a recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied with the Software, and that the physical media on which the Software is furnished will be free from defects in materials and workmanship under normal use. Insignificant divergences from the functions described in the documentation do not cause any warranty claim. Other documents and statements are unremarkable for the composition of the Software. You agree that the above guarantee is your sole guarantee in relation to the Software and any support services.

8.2 jalada provides no remedies or warranties, whether express or implied, for any samples and Demo-Versions of the Software. Any samples and the Demo-Version of the Software are provided "as is".

8.3 Except as set forth in the foregoing limited warranty with respect to software other than any samples and the Demo-Version, jalada and its suppliers disclaim all other warranties and representations, whether express, implied, or otherwise, including the warranties of merchantability or fitness for a particular purpose. Also, there is no warranty of non-infringement and title or quiet enjoyment. jalada does not warrant that the Software is error-free or will operate without interruption and you are strongly advised to back-up your files regularly. No rights or remedies referred to in article 2a of the UCC (Uniform Commercial Code) will be conferred on you unless expressly granted herein.

8.4 If the product is or includes translation software, jalada provides no remedies or warranties, whether express or implied, for the correctness of a translation or the completeness of the vocabulary. You should understand that it is your responsibility to monitor the translations, to evaluate it and correct any errors. Neither jalada nor its suppliers shall be liable for any damages arising out of wrong translations.

8.5 The Software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. jalada specifically disclaims any express or implied warranty of fitness for such purposes.

8.6 No oral or written information or advice given by jalada, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

8.7 If applicable law requires any warranties with respect to the Software, all such warranties are limited in duration to ninety (90) days from the date of delivery. Further warranty obligations according to the laws of your country remain unaffected.

8.8 If the user is a consumer within the European Union, the statutory warranty to defects of the product shall apply. If the user is a businessman within the European Union, jalada provides warranty for defects of the product at its discretion by further fulfillment (improvement or substitute delivery) within one year. 

9 Exclusive Remedy

9.1 Your exclusive remedy under the preceding is to return the Software to the place you acquired it, with a copy of your receipt and a description of the problem. Provided that any non-compliance with the above warranty is reported in writing to jalada no more than ninety (90) days following delivery to you, jalada will use reasonable commercial efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media, or refund to you your purchase price for the Software, at its option. jalada shall have no responsibility if the Software has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. This remedy is the sole and exclusive remedy available to you for breach of express or implied warranties with respect to the software and related documentation.

10 Limitation of liability

10.1 Neither jalada nor its suppliers shall be liable to you or any third party for any indirect, special, incidental, punitive, cover or consequential damages - including, but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like-, arising out of the use of, or inability to use, the software and based on any theory of liability including breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if jalada or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.

10.2 The foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of this EULA.

10.3 jalada assumes no liability or obligation if your license key is mislaid as a result of loss, theft or otherwise.

10.4 In no event shall jalada’s and its suppliers total liability to you in the context of this agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount which was paid by you for the Software. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

10.5 The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.

10.6 The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

10.7 The aforementioned restrictions shall not apply in countries where a limitation of liability is inadmissible.

10.8 This limitation of liability for jalada shall also apply for the benefit of jalada’s employees in the event that any claims are filed directly against them.

11 Basis of bargain

11.1 The limited warranty and disclaimer, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the agreement between you and jalada. jalada would not be able to provide the Software on an economic basis without such limitations. Such limited warranty and disclaimer, exclusive remedies and limited liability inure to the benefit of jalada’s licensors.

12 Third party acknowledgements

12.1 The Software may contain third-party software which requires notices or additional terms and conditions. Such required third-party software notices or additional terms and conditions are contained in the electronic documentation for the jalada Software, or may otherwise accompany such material, and your use of such material is governed by their respective terms. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.

12.2 Certain software libraries and other third party software included with the jalada Software are free software and licensed under the terms of the GNU General Public License (GPL) or the GNU Library/Lesser General Public License (LGPL), as the case may be. You may obtain a complete machine-readable copy of the source code for such free software under the terms of the GPL or LGPL, as the case may be, without charge except for the cost of media, shipping, and handling, upon written request to jalada. The GPL/LGPL software is distributed in the hope that it will be useful, but without any warranty, without even the implied warranty of merchantability or fitness for a particular purpose. A copy of the GPL or LGPL is included with the jalada Software.

13 Import, Export and Use of the Software

13.1 Licensee shall be exclusively responsible for ensuring compliance with the relevant legislation relating to its rights to import, export or use the Software.

14 Consent to use of data

14.1 You agree that jalada and its affiliates may collect and use technical information gathered as part of the support services provided to you, if any, related to the Software.  jalada may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.

15 General provisions

15.1 This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. 

15.2 The failure or delay of jalada to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

15.3 No jalada dealer, agent or employee is authorized to make any amendment to this EULA.

15.4 If any stipulation of this EULA should be or become invalid, in whole or in part, this shall not affect the validity of the remaining stipulations. The invalid stipulation shall be deemed to be replaced by the parties with a valid regulation which comes as close as possible to the commercially desired purpose originally intended for the ineffective provision; the same shall apply in the case of a lacuna.

15.5 Any translation of this License is done for local requirements and in the event of a dispute between the German and any non-German versions, the German version of this License shall govern.

15.6 This EULA shall be governed and construed by the laws of the Federal Republic of Germany and the United Nation Convention on the International Sale of Goods (CISG) shall not apply.

15.7 The exclusive place of jurisdiction with respect to all disputes based on or in connection with this Agreement shall be Hamburg. jalada can bring an action against you at your general place of jurisdiction.

jalada GmbH
Klaus-Groth-Straße 58
20535 Hamburg
Germany