The Parties

The parties of this license agreement are:

• Licensor: The user of elody.com (hereinafter also: „website“) who uploads software to the website.
• Licensee: The Elody UG (haftungsbeschränkt).

Preamble

Elody is a platform for contributors (software developers) and end-users. Contributors as Licensor can upload programs to Elody that they have written and developed. These programs can be written in any language as long as they adhere to Elody's policies.

End-users can use the platform by entering a problem and/or uploading documents. Elody compares the information provided by the enduser with the rules provided by the contributors. Based on the reviews of other end-users, Elody decides which applications can solve the end-users problem, assembles different applications and executes them on their own servers. The end-user receives the desired result.

Against this background, the parties conclude the following Software License Agreement:

1. Scope of this Agreement
   1. Licensor has agreed with Licensee to grant Licensee a license to use and exploit the software uploaded by the licensor on the website („Licensed Product“) subject to the terms and conditions of this Software License Agreement („Agreement“).
   2. The Licensed Product comprises the object code of the software.
2. Grant of Rights
   1. Licensor hereby grants to Licensee the non-exclusive, non-transferable right to use, to copy, to revise and to decompile the Licensed Product without limitation in time, manner or place subject to the terms of this Agreement.
   2. The right to use and exploit is limited to the following purposes:
      • Provision and execution of the software on the website
      • Pransfer the software to end-users to run the software locally
      • Check the software for compliance
      • Pransfer the software and its source code to end-users and other developers for code inspection
   3. The Licensee is entitled to run the Licensed Product on its server indefinitely and to use it with other software products.
   4. Furthermore the right to revise the Licensed Product granted to Licensee herein is limited to the maintenance or reinstatement of the agreed functionality of the Licensed Product.
   5. The right to decompile the Licensed Product granted to Licensee herein is only granted under the terms of sec. 69 e para. (1) nos. 1 to 3 UrhG and within the limits of sec. 69 e para. (2) nos. 1 to 3 UrhG.
   6. No more extensive rights to use and exploit the Licensed Products are granted to Licensee.
   7. Licensee undertakes to allow Licensor or an agent of Licensor to audit whether Licensee’s use of the Licensed Product is consistent with the rights granted to Licensee herein upon request by Licensor and provided there is a legitimate interest therein and to give full cooperation to Licensor or its agent carrying out such audit.
3. Requirements of the Licensed Product
   1. The Licensor ensures that the Licensed Product complies with the guidelines and requirements contained in the terms and conditions.
   2. The Licensed Product is handed over to the Licensee by uploading on the website.
4. License Fees
   1. There is no license fee paid. The licensee may use the Licensed Product free of charge for the scope stated in this contract.
5. Warranty for Defects
   1. Licensor warrants that the software provided by it is substantially in accordance with the product description. There can be no claim under this warranty in the case of minor or immaterial deviations from the agreed or assumed characteristics nor in the case of just slight impairment of use. Product descriptions shall not be deemed guaranteed unless separately agreed in writing. In respect of updates, upgrades and the delivery of new versions, the warranty shall be limited to the new features of the update, upgrade or new version compared to the previous version release.
   2. If Licensee demands replacement performance because of a defect, Licensor has the right to choose between the improvement, replacement delivery or replacement of services. If the defect is not cured within a first time limit and Licensee has set Licensor a reasonable second time limit without success or if a reasonable number of attempts to remedy, replacement deliveries or replacement services are unsuccessful, then Licensee may, subject to the statutory prerequisites, at its option withdraw from this Agreement or reduce the price and claim damages or reimbursement of costs. The remedying of the defect may also take place through the delivery or installation of a new program version or a work-around. If the defect does not or not substantially impair the functionality, then Licensor is entitled, to the exclusion of further warranty rights, to remedy the defect by delivering a new version or an update as part of its version, update and upgrade planning.
   3. Defects must be notified in writing with a comprehensible description of the error symptoms, as far as possible evidenced by written recordings, hard copies or other documents demonstrating the defects. The notification of the defect should enable the reproduction of the error. This shall not affect the statutory obligation of Licensee to inspect and notify defects.
   4. The warranty is limited to 36 months and shall begin on the date of delivery of the first copies of the Licensed Products including user manuals. In respect of the delivery of updates, upgrades and new versions, the warranty period for such deliverables shall in each case begin on the date of delivery.
   5. Licensee shall inspect the delivered items without delay for any transport damage and other apparent defects preserve the appropriate evidence and assign any claims for recourse to Licensor while handing over the documents.
   6. Any claims for damages are subject to the limitations set forth under § 7.
   7. If the defect is caused by the defective products of a supplier and the supplier does not act as an assistant in performance of Licensor, rather Licensor is merely passing on a third party product to Licensee, then Licensor’s warranty shall at first hand be limited to the assignment of its warranty claims against the supplier. This shall not apply, when the defect is caused by improper handling of the supplier’s product for which Licensor is responsible. If Licensee is unable to assert his warranty claims against the supplier out of court, the subsidiary warranty by Licensor shall remain unaffected.
   8. Amendments or additions to the services or items delivered which Licensee carries out itself or through third parties, shall cause Licensor’s warranties to be cancelled, unless Licensee proves that the amendment or addition did not cause the defect. Licensor shall also not be responsible for defects, which are caused by improper use or improper operation or the use of unsuitable means of operation by Licensee.
   9. Licensor may refuse to remedy defects or deliver replacements, until Licensee has paid the agreed fees to Licensor, less an amount which corresponds to the economic value of the defect.
6. Warranty for Defects in Title
   1. Licensor warrants that the software delivered or provided by it shall be free from third party rights, which prevent the use in accordance with the contract. Excepted from this are customary retentions of title.
   2. If third parties are entitled to such rights and they pursue these, then Licensor shall do everything in its power, in order to defend the software at its own expense against the third party rights claimed. Licensee shall inform Licensor in writing without delay of the claiming of such rights by third parties and shall give Licensor all powers of attorney and authorisations which are necessary in order to defend the software against the third party rights claimed.
   3. To the extent that there are defects in title, Licensor is (a) entitled at its option to either (i) take legitimate measures to remove the third party rights, which impair the contractual use of the software, or (ii) remedy the enforcement of such claims, or (iii) change or replace the software in such a manner, that it no longer infringes the rights of third parties, provided and to the extent that this does not substantially impair the warranted functionality of the software, and (b) under an obligation to reimburse Licensee for its necessary refundable costs incurred in the enforcement of legal claims.
   4. If a release under para. (3) within a reasonable time limit set by Licensee, then Licensee may subject to the statutory prerequisites at its option withdraw from this Agreement or reduce of the price and claim damages.
   5. In all other respects § 5 para. (4), (6) and (9) apply accordingly.
7. Liability, Damages
   1. Licensor shall be liable under the terms of this Agreement in accordance with the provisions set out under (a) to (e):
      1. The Licensor is liable for all damages incurred by the Licensee as a result of third parties (eg end-user) claiming the Licensee if the damage occurred is attributable to the Licensed Product. If the Licensee is claimed by third parties due to damages of the Licensed Product, the Licensor will indemnify the Licensee from these claims.
      2. Licensor shall be unrestricted liable for losses caused intentionally or with negligence by Licensor, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance Licensor’s liability shall be as set forth in the provisions for simple negligence in (e) below.
      3. Licensor shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of Licensor, its legal representatives or assistants in performance.
      4. Licensor shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for Licensor at the time the warranty was given.
      5. Licensor shall be liable in accordance with the German Product Liability Act in the event of product liability.
      6. Licensor shall be liable for losses caused by the breach of its primary obligations by Licensor, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Licensee may rely. If Licensor breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Licensor at the time the respective service was performed.
   2. Licensor shall be liable for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.
   3. Any more extensive liability of Licensor is excluded on the merits.
8. Final Provisions
   1. Amendments or additions to this Agreement must be made in writing to be effective. This shall also apply to amendments of this written form requirement.
   2. This Agreement shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11. 4. 1980).
   3. The courts for Licensee‘s registered office shall have exclusive jurisdiction over all disputes under and in connection with this Agreement, provided that Licensor is a merchant within the meaning of the German Commercial Code or if upon the commencement of legal proceedings, Licensor has no place of business or ordinary residence in the Federal Republic of Germany.
   4. Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining terms. The parties shall in such an event be obliged to cooperate in the creation of terms which achieve such legally valid result as comes closest commercially to that of the invalid provision. The above shall apply accordingly to the closing of any gaps in the Agreement.