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Terms for the licensing of Smell Annotator Software (Business Customer)

1. Scope

  1. These general terms and conditions (GTC) apply to all contracts for the use of the Software Smell Annotator (subsequently “Software”) concluded between the User and us, SmartNanotubes Technologies GmbH (subsequently “SNT”), Dresdner Strasse 172, 01705 Freital represented by Viktor Bezugly, unless otherwise expressly agreed in writing. We do not accept deviating or conflicting conditions unless we have expressly agreed to them in writing.
  2. User will be notified of amendments of these GTC in writing, per telefax or via email. If user does not object to an amendment within four weeks after receipt of notification, the amendments shall be deemed as accepted by user. User will be separately made aware of the right of objection and the legal consequences of the reticence in the case of an amendment of the GTC.

2. Scope of use

  1. SNT grants to User a non-exclusive, non-transferable, non-sublicensable right of use in the Software solely for use with SNT sensor devices provided that such use is in compliance with the provisions of these Terms and Conditions.
  2. The Software has been developed for the SNT sensor device and may not be used in connection with devices from other manufacturers.
  3. Unless otherwise agreed with the User in individual cases the User shall exclusively receive the Software in the executable file format or lib for target system for usage on his system.
  4. The User shall be entitled to create a back-up copy of the Software, which must display a copy of the original description (including the note on copy- right). The use of the back-up copy shall only be permissible if the original copy of the Software supplied by SNT deteriorates or is destroyed. Use of the back-up copy by the User shall also be governed by these license Terms and Conditions. User shall not be entitled to copy the Software or parts thereof outside the permitted use without the prior written approval of SNT
  5. Without the approval of SNT the User shall not be entitled to revise, change or otherwise amend the Software, de-compile it, remove, circumvent or change security codes or features used for the identification of the Software, or remove from the Software details of the proprietorship, copyrights or other industrial property rights of SNT or third The provisions of §§ 69 d paragraph 3 and § 69 e UrhG (German Copyright Act) shall not be affected.
  6. The Software may not be used in life-sustaining or safety-critical systems. Safety-critical systems are those for which a malfunction is expected to lead to bodily harm, death or severe property damage. In addition, the Software may not be used directly or indirectly for military purposes (including but not limited to nuclear, chemical, or biological weapons or development of missile technology), nuclear power, or space applications.

3. Term and Termination

  1. Agreements based on these terms are entered into for a duration of 10 years.
  2. The right of termination of these license Terms and Conditions without notice for cause shall be Cause for a termination without notice by a party shall exist if the other party cannot reasonably be expected to continue this agreement. Such cause for example shall exist, if the other party culpably violates the provisions of these Terms and Conditions and a fruitless expiration of a period at the latest of 10 days after warning by the other party, bankruptcy or receivership proceedings relating to the property of the other party or final termination of payment.
  3. Reason for termination without notice for cause may also exist if SNT should cease to be entitled to sublicense third party software components being part of the Smell Annotator Software. In such case of termination by SNT, SNT will announce the termination within a period of 1 month. In such case the User shall not be entitled to claim for damages.
  4. The right of use of the User with respect to the Software provided, shall end with expiration or termination of the license. The User shall delete all copies installed on his systems as well as copies of the Software on separate data media and refrain from any further use of the Software. User will inform SNT in writing  about the complete deletion and conclusive proof of this must be provided if requested by SNT.

4. Copyrights

  1. The Software and the associated operating instructions are protected by SNT reserves all rights in the Software and operating instructions unless expressly stated otherwise in these license terms and conditions.
  2. The Software consists of software components from SmartNanotubes Technologies GmbH (subsequently “SNT”) as well as of certain third party software components. User undertakes to comply with the provisions of these Terms and Conditions as well as with the third-party license provisions listed below.

5. Obligations of User

  1. The User shall promptly inform SNT in writing (§ 126 b BGB) of any defects or faults of the Software affecting the contractual services and explain the circumstances, in which the defect or fault occurs as well as actively assist SNT in ascertaining the cause of the malfunction by supplying relevant documentation (hard copy, ) and other documents or data, required by SNT for analysis and correction of the defect or fault.
  2. When using the Software and the contractual services the User shall comply with all applicable laws, rules and The User shall not be permitted   to use data or contents, which are illegal or infringe third party industrial prop erty rights or other third party rights.
  3. The User shall not misuse the Software or have it misused in any way. The User shall also not attempt to retrieve information or data without proper authorization or to have it retrieved by un-authorized third parties or interfere with the Software or have it interfered with. The User shall not provide the Software or the operating instructions nor disclose any information about the Software to any third party except as expressly permitted in these license Terms and Conditions.

6. Updates / Upgrades

  1. SNT may continue to develop the Software at its sole discretion and provide the User with functional improvements as well as corrections as they arise (Updates). The Updates may be provided to the User free of charge as a download or in another suitable format.
  2. SNT reserves the right to remove certain functions from the Software.

7. Warranty

  1. The functionality of the Software shall correspond to the description in the operating instructions and any additional agreements made in this respect.
  2. The User shall provide and receive the software in a condition suitable for use in accordance with the contract.
  3. The obligation to maintain does not include the adaptation of the software to changed operating conditions and technical or functional developments, such as changes in the IT environment.
  4. SNT shall not be responsible for defects, if the User has made changes to the Software, unless such changes were authorized by SNT and did not lead to the defect.
  5. No-fault liability for damages for defects that were already present at the time of conclusion of the contract is excluded.
  6. SNT is entitled to correct defects inter alia by providing work-arounds, acquiring third party licenses or providing alternative software.
  7. User guarantees that the Software shall neither be used nor combined with other software, including but not limited to Open Source Software, in any way that may cause viral effect to the Software.
  8. User shall indemnify and hold SNT harmless from and against any liability, claims, demands and expenses (including attorney fees) resulting from any actual or alleged defect or damages, or injuries (including death) related to the Software resulting from failure of User to give appropriate instructions of use or retaining defective products containing the Software.

8. Liability

  1. In all cases of contractual and non-contractual liability SNT shall only be liable subject to the following limitations:
    • with the full amount in case of intent, gross negligence
    • in case of a negligent violation of a material contractual obligation, up to the amount of contract-typical damages foreseeable at the time the contract was The fore- seeable damage shall be limited to Euro 100 per claim and to a total maximum amount of Euro 400 in respect of this contract.
  2. The limitations of liability in accordance with clause 1 shall not apply to personal injury and claims based on the product liability law.
  3. SNT shall not be liable for the loss of data insofar as the damage is due to the user`s failure to make data backups and to ensure that lost data can be restored to a reasonable extent.

9. Infringement

  1. Use of this Software allows to create a user account for transfer of measurement data recorded by the SNT sensor device to a cloud based SNT database.
  2. By subscribing to this service User hereby gives permission to SNT to use uploaded data for internal analysis, including but not limited to statistical analysis and processing with machine learning algorithms.
  3. SNT releases the user from all claims arising from infringements of intellectual property rights for which SNT is responsible. The user shall inform SNT of any claims made. If the User does not immediately inform SNT, the right to exemption shall expire.
  4. SNT may at its own discretion and at its own expense take measures with regard to the affected service to remedy the breach.

10. Miscellaneous

  1. If one or more provisions of these license Terms and Conditions or certain clauses are or become invalid or if the Terms and Conditions suffer from defects in law this shall not affect the remaining provisions. In such a case the parties shall undertake to agree on a valid provision coming economically as close as possible to the invalid provision if the parties had known its invalidity or absence.
  2. There shall be no side agreements to these Terms and Conditions of use. Changes and amendments of these Terms and Conditions of use shall be made in This requirement may only be waived in writing.
  3. These Terms and Conditions of use and any and all obligations arising there from shall be subject to the law of the Federal Republic of Germany, however, excluding the conflict of law provisions and the Convention on International    Sale of Goods (CISG).
  4. The exclusive place of jurisdiction for all legal disputes with Users who are merchants, legal persons under public law, or special assets (Sondervermögen) under public law arising from or in connection with this contract shall be the place of the registered office of SNT. SNT, however, shall also be entitled to bring legal proceedings at the general place of jurisdiction of the User.

Terms for the licensing of Smell Annotator Software (Private Customer)

1. Scope

  1. These general terms and conditions (GTC) apply to all contracts for the use of the Software Smell Annotator (subsequently “Software”) concluded between the User and us, SmartNanotubes Technologies GmbH (subsequently “SNT”), Dresdner Strasse 172, 01705 Freital represented by Viktor Bezugly, unless otherwise expressly agreed in writing. We do not accept deviating or conflicting conditions unless we have expressly agreed to them in writing.
  2. User will be notified of amendments of these GTC in writing, per telefax or via email. If user does not object to an amendment within four weeks after receipt of notification, the amendments shall be deemed as accepted by user. User will be separately made aware of the right of objection and the legal consequences of the reticence in the case of an amendment of the GTC.

2. Scope of use

  1. SNT grants to User a non-exclusive, non-transferable, non-sublicensable right of use in the Software solely for use with SNT sensor devices provided that such use is in compliance with the provisions of these Terms and Conditions.
  2. The Software has been developed for the SNT sensor device and may not be used in connection with devices from other manufacturers.
  3. Unless otherwise agreed with the User in individual cases the User shall exclusively receive the Software in the executable file format or lib for target system for usage on his system.
  4. The User shall be entitled to create a back-up copy of the Software, which must display a copy of the original description (including the note on copy- right). The use of the back-up copy shall only be permissible if the original copy of the Software supplied by SNT deteriorates or is destroyed. Use of the back-up copy by the User shall also be governed by these license Terms and Conditions. User shall not be entitled to copy the Software or parts thereof outside the permitted use without the prior written approval of SNT
  5. Without the approval of SNT the User shall not be entitled to revise, change or otherwise amend the Software, de-compile it, remove, circumvent or change security codes or features used for the identification of the Software, or remove from the Software details of the proprietorship, copyrights or other industrial property rights of SNT or third The provisions of §§ 69 d paragraph 3 and § 69 e UrhG (German Copyright Act) shall not be affected.
  6. The Software may not be used in life-sustaining or safety-critical systems. Safety-critical systems are those for which a malfunction is expected to lead to bodily harm, death or severe property damage. In addition, the Software may not be used directly or indirectly for military purposes (including but not limited to nuclear, chemical, or biological weapons or development of missile technology), nuclear power, or space applications.

3. Term and Termination

  1. Agreements based on these terms are entered into for a duration of 10 years.
  2. The right of termination of these license Terms and Conditions without notice for cause shall be Cause for a termination without notice by a party shall exist if the other party cannot reasonably be expected to continue this agreement. Such cause for example shall exist, if the other party culpably violates the provisions of these Terms and Conditions and a fruitless expiration of a period at the latest of 10 days after warning by the other party, bankruptcy or receivership proceedings relating to the property of the other party or final termination of payment.
  3. Reason for termination without notice for cause may also exist if SNT should cease to be entitled to sublicense third party software components being part of the Smell Annotator Software. In such case of termination by SNT, SNT will announce the termination within a period of 1 month. In such case the User shall not be entitled to claim for damages.
  4. The right of use of the User with respect to the Software provided, shall end with expiration or termination of the license. The User shall delete all copies installed on his systems as well as copies of the Software on separate data media and refrain from any further use of the Software. User will inform SNT in writing  about the complete deletion and conclusive proof of this must be provided if requested by SNT.

4. Copyrights

  1. The Software and the associated operating instructions are protected by SNT reserves all rights in the Software and operating instructions unless expressly stated otherwise in these license terms and conditions.
  2. The Software consists of software components from SmartNanotubes Technologies GmbH (subsequently “SNT”) as well as of certain third party software components. User undertakes to comply with the provisions of these Terms and Conditions as well as with the third-party license provisions listed below.

5. Obligations of User

  1. The User shall promptly inform SNT in writing (§ 126 b BGB) of any defects or faults of the Software affecting the contractual services and explain the circumstances, in which the defect or fault occurs as well as actively assist SNT in ascertaining the cause of the malfunction by supplying relevant documentation (hard copy, ) and other documents or data, required by SNT for analysis and correction of the defect or fault.
  2. When using the Software and the contractual services the User shall comply with all applicable laws, rules and The User shall not be permitted   to use data or contents, which are illegal or infringe third party industrial prop erty rights or other third party rights.
  3. The User shall not misuse the Software or have it misused in any way. The User shall also not attempt to retrieve information or data without proper authorization or to have it retrieved by un-authorized third parties or interfere with the Software or have it interfered with. The User shall not provide the Software or the operating instructions nor disclose any information about the Software to any third party except as expressly permitted in these license Terms and Conditions.

6. Updates / Upgrades

  1. SNT may continue to develop the Software at its sole discretion and provide the User with functional improvements as well as corrections as they arise (Updates). The Updates may be provided to the User free of charge as a download or in another suitable format.
  2. SNT reserves the right to remove certain functions from the Software.

7. Warranty

  1. The functionality of the Software shall correspond to the description in the operating instructions and any additional agreements made in this respect.
  2. The User shall provide and receive the software in a condition suitable for use in accordance with the contract.
  3. The obligation to maintain does not include the adaptation of the software to changed operating conditions and technical or functional developments, such as changes in the IT environment.
  4. SNT shall not be responsible for defects, if the User has made changes to the Software, unless such changes were authorized by SNT and did not lead to the defect.
  5. No-fault liability for damages for defects that were already present at the time of conclusion of the contract is excluded.
  6. SNT is entitled to correct defects inter alia by providing work-arounds, acquiring third party licenses or providing alternative software.
  7. User guarantees that the Software shall neither be used nor combined with other software, including but not limited to Open Source Software, in any way that may cause viral effect to the Software.
  8. User shall indemnify and hold SNT harmless from and against any liability, claims, demands and expenses (including attorney fees) resulting from any actual or alleged defect or damages, or injuries (including death) related to the Software resulting from failure of User to give appropriate instructions of use or retaining defective products containing the Software.

8. Infringement

  1. Use of this Software allows to create a user account for transfer of measurement data recorded by the SNT sensor device to a cloud based SNT database.
  2. By subscribing to this service User hereby gives permission to SNT to use uploaded data for internal analysis, including but not limited to statistical analysis and processing with machine learning algorithms.
  3. SNT releases the user from all claims arising from infringements of intellectual property rights for which SNT is responsible. The user shall inform SNT of any claims made. If the User does not immediately inform SNT, the right to exemption shall expire.
  4. SNT may at its own discretion and at its own expense take measures with regard to the affected service to remedy the breach.

9. Miscellaneous

  1. If one or more provisions of these license Terms and Conditions or certain clauses are or become invalid or if the Terms and Conditions suffer from defects in law this shall not affect the remaining provisions. In such a case the parties shall undertake to agree on a valid provision coming economically as close as possible to the invalid provision if the parties had known its invalidity or absence.
  2. There shall be no side agreements to these Terms and Conditions of use. Changes and amendments of these Terms and Conditions of use shall be made in This requirement may only be waived in writing.
  3. These Terms and Conditions of use and any and all obligations arising there from shall be subject to the law of the Federal Republic of Germany, however, excluding the conflict of law provisions and the Convention on International    Sale of Goods (CISG).
  4. The exclusive place of jurisdiction for all legal disputes with Users who are merchants, legal persons under public law, or special assets (Sondervermögen) under public law arising from or in connection with this contract shall be the place of the registered office of SNT. SNT, however, shall also be entitled to bring legal proceedings at the general place of jurisdiction of the User.