Terms and Conditions

General Terms and Conditions

of Codetrails GmbH for the provision and use of the software “Ctrlflow Code Search Professional”

1. Scope

1.1. The following General Terms and Conditions define the contractual relationship between Codetrails GmbH, Robert-Bosch-Str. 7, 64293 Darmstadt (”Codetrails”) and the client (”client” or “user”) with respect to the purchase of licenses for the standard software “Ctrlflow Code Search Professional”.

1.2. The rights and obligations of the parties, in particular the respective scope of services, will primarily be defined by the provisions of the respective individual agreements. As far as nothing to the contrary is agreed therein, the following provisions apply.

2. Subject matter of the Agreement

2.1 The subject matter of this Agreement is the permanent provision of a copy of the computer program “Ctrlflow Code Search Professional” – a search engine integrated in the Eclipse development environment which indexes Java 7 and Java 8-compatible source code in the user’s Eclipse workspace and delivers search results based on frequency analysis – in the form of object code and in its English language version (hereinafter “software”) as well as the provision of the usage rights for the software described in clause 4.

2.2. In addition to the indexing of Java source code within the Eclipse development environment of the user as set out in clause 2.1, which is a standard feature, during its search for code examples the software can also access a database on the servers of Codetrails. This database contains pre-defined search indices automatically generated from Java source code available on the Internet (small, mainly single-line code snippets for which meta information such as the origin are stored; the code snippets are not subject of this agreement and require – subject to the respective usage rights – a separate agreement with the licensee of the respective usage rights) and which allows filtering, e.g., by frequency and use of a term (hereinafter “remote example libraries”).

2.3. The client is granted free access to these remote example libraries for a period of 12 months from the date of this agreement. Access to the remote example libraries expires after these 12 months and the access feature within the software will be deactivated automatically. To gain full functionality, the client may download a new version of the software (fig. 2.7) after the 12 months have expired and purchase a new user license.

2.4. The exact availability of the remote example libraries resident on the servers of Codetrails is not warranted; it is provided on a “best effort” basis.

2.5. For the period of 12 months from entering into this agreement, Codetrails will offer the purchaser new functionalities by way of free software updates in irregular intervals and on a voluntary basis.

2.6. The software is generally compatible with the version of the Eclipse development environment current at the time of this agreement. For the period of 12 months from entering into this agreement Codetrails warrants to the user on a voluntary basis the compatibility of the software with the subsequent main release of Eclipse, which usually becomes available in June of each year, by way of a software update.

2.7. Codetrails makes the software available for download by the client at the website “http://ctrlflow.com” and via the Eclipse market place. The software is protected by a license key. The client may purchase usage licenses from Codetrails on the website “http://ctrlflow.com”. Without a usage license, the software user interface will remain “locked” and the software cannot be used.

2.8. The client may apply for a trial license via a form on the website “http://ctrlflow.com” (or via Google OAuth sign-in). The trial license key is valid in Eclipse for 30 days after registration and the user may access all functions of the software. After the 30 days have elapsed, the software user interface will be “locked” again and the user will be prompted to enter a valid license key.

2.9. An English user manual for the software is included with the software download and also made available on the website “http://ctrlflow.com”.

2.10. Any telecommunication costs incurred in downloading or accessing the user manual will be borne by the client, including in the case of additional downloads of the software.

2.11. The source code of the software is not subject of this agreement.

2.12. Installation and configuration services are not subject of this agreement. With respect to the installation of the software, Codetrails refers to the installation instructions included in the user manual (clause 2.8), in particular to the hardware and software requirements which the client must have in place in order to use the software.

3. Formation of a contract

3.1. The contract comes into effect by way of an offer and its acceptance online. The client orders a permanent user license by completing the order form on the website “http://ctrlflow.com” (offer). Subject to successful processing of the payment and payment confirmation by PayPal, Codetrails confirms the acceptance of the offer and transmits a license key for using the software to the client.

3.2. Brochures, advertisements, etc. published by Codetrails as well as information provided on websites form part of the agreement between the parties, if and only if they are expressly included in this agreement or confirmed as binding in writing.

4. Usage rights

4.1. Upon full payment as specified in clause 5, Codetrails grants a standard, non-exclusive, non-transferable and unlimited usage right to use the software within the contractually agreed extent (”usage right”); as set out in clauses 2.2 to 2.6, the availability of certain functions is limited to 12 months from the date of the agreement.

4.2. The permitted use includes the installation of the software, loading into the working memory and the authorized use by the client. The client is in no case entitled to sub-lease or sub-license the software in any way, to transmit it or make it available to the public by wire or wireless means, or to make it available with or without payment to third parties, i.e. by way of application service providing or in the form of software as a service.

4.3. The client is permitted to use the software on any suitable hardware available to him or her. Simultaneous storage or use on more than two hardware systems (e.g., a desktop computer and a notebook) is not permitted. Upon a change of hardware, the client is obligated to delete the software from the previously used media and other hardware components.

4.4. The client is only entitled to use the software beyond the contractually agreed usage rights with the prior written consent of Codetrails.

4.5. The operation of the provided software within a network or another kind of multi-station computing system, in particular via the use of virtual hardware, is not permitted in as far as this creates the possibility of simultaneous use of the program by multiple users. In the case of use by multiple users without consent (in particular in the case of simultaneous installation on a number of systems or simultaneous operation on a higher than agreed number of workstations, according to the license type), Codetrails is entitled to invoice the amount due for the extended use as set out in the current price list, unless the client establishes that Codetrails has suffered lower damage. Further extra-contractual claims for damages remain unaffected.

4.6. The client is entitled to produce one backup copy of the software, if this is required to warrant future use.

5. License fee / payment conditions

5.1. The client pays a one-off license fee to Codetrails for the provision of the software and the grant of the usage right. The fee is independent of the extent of the actual use of the software by the licensee.

5.2. Payments are processed via PayPal. Codetrails is under no obligation to accept other types of payment.

5.3. Along with the license key (fig. 3.1), the client receives an invoice in PDF format, which states the license fee payable plus the VAT applicable at the time of the respective provision of service.

6. Protection of the software, decompiling and program modifications

6.1. In as far as the rights have not expressly been granted under this agreement, all rights to the software (and to all copies made by the client) – in particular the copyright and technical property rights – are the sole property of Codetrails. The client’s ownership in the provided software remains unaffected.

6.2. The client may only transfer the software to third parties with the written consent of Codetrails and only in its entirety and by complete and final relinquishment of the client’s own use. A temporary or partial transfer to third parties in return for payment is not permitted, regardless of whether the transfer is tangible or intangible. The same applies for a transfer free of charge.

6.3. If the client transfers media, memory or other hardware, on which the software is stored (wholly or in part thereof, modified or reverse engineered) (i) to third parties without a transfer occurring as set out in clause 6.2, or (ii) and thereby relinquishes direct ownership of it, the client ought to take all due care that the software is completely deleted beforehand.

6.4. Sub-leasing of the software is not permitted.

6.5. A decompiling of the program code into other types of source code (decompilation) as well as other means of reverse engineering the different production stages of the software (reverse engineering) are not permitted. Any interface specifications required to achieve interoperability with an independently created software program may be requested from Codetrails; if necessary, Codetrails may request a separate agreement for this purpose as well as the payment of a small, reasonable cost contribution.

6.6. The removal of a copy protection or similar protection mechanisms is not permitted.

7. Material defects

7.1. The liability by Codetrails for material defects is limited to this clause 7. It is indicated that it is not possible to develop software in such a way that it is free from defects for all application conditions. Codetrails warrants that the software is suitable for use within the limits of the published program description current at the time of provision to the client.

7.2. The client is obligated to thoroughly test the software for lack of defects prior to deployment and in particular for suitability within the existing hard and software configuration. Any defects identified by testing must promptly be communicated to Codetrails. Other defects must be communicated promptly after their discovery, each in writing and including a description of the fault and the time of discovery. Codetrails will initially opt to fulfill its warranty by way of supplementary performance. For this purpose, Codetrails will at its discretion provide a new, defect-free software version to the client or rectify the defect; pointing out reasonable methods of mitigating the effects of the defect is considered a successful rectification.

7.3. Codetrails is entitled to make supplementary performances subject to the client having paid at least a reasonable part of the remuneration.

7.4. If two attempts at supplementary performance have failed, the client is entitled to set a reasonable grace period to rectify the defects. In doing so, he ought to expressly point out in writing that he reserves the right to cancel the agreement and/or claim damages in the case of a further failure to rectify.

7.5. The client may rescind from the agreement or reduce the remuneration, if the rectification of the defect fails within the grace period, except in the case of a negligible defect.

7.6. Codetrails liability is limited to the agreed condition of the subject matter of the agreement. Codetrails does not assume any procurement risk or warranties, except in the case that the parties have entered into an express written agreement in this respect. Manufacturer warranties remain unaffected.

7.7. Codetrails will compensate for damages or compensate for wasted efforts due to a defect within the scope of the limitations set out in clause 9.

7.8. If Codetrails renders services during the identification of a defect and its rectification without being obliged to do so, it may demand a remuneration that corresponds to its usual rates. This applies in particular to faults that are unverifiable or not the responsibility of Codetrails.

7.9. No further warranty is assumed. In particular, no warranty is assumed in relation to the software satisfying the client’s specific requirements. The selection, installation, use and the intended results are the sole responsibility of the client. Further, no warranties are assumed for modified or edited versions of the software, in as far as it is not established that existing defects have no connection with the modifications or edits.

8. Defects in title

8.1. Codetrails is liable under the following provisions that no rights of third parties oppose the use of the subject matter of this agreement within the contractual extent by the client.

8.2. In the case of defects in title, Codetrails will fulfill its warranty by supplementary performance. For this purpose, Codetrails will at its discretion provide the client with a legally unobjectionable facility to use the delivered contract goods or similar exchanged or modified contract goods.

8.3. If third parties make claims that preclude the client to use the contractually granted usage rights then the client will promptly and comprehensively notify Codetrails in writing. The client further authorizes Codetrails to conduct such dispute with the third party, in and out of court in its own responsibility.

8.4. Codetrails will defend any such claims by third parties and exempt the client from all costs and damages entailed in the defense of a claim, in as far as these are not occasioned by the client’s improper conduct.

8.5. Codetrails will compensate for damages or compensate for wasted efforts due to a defect within the scope of the limitations set out in clause 9.

9. Liability

9.1. Regardless of legal grounds, each party is only liable for damages that have been caused by a culpable breach of a material contractual duty, namely a duty which, when breached, will jeopardize the achievement of the contractual purpose and/or the proper fulfillment of which constitutes a condition sine qua non and on the fulfillment of which the parties may rely at all times (cardinal obligation). Liability shall be limited to the damage typical for the contract that each contracting party had to expect on the basis of the circumstances known to them at the time of entering into the agreement.

9.2. Codetrails is not liable for the loss of data and its recovery. Reasonable data security measures are the responsibility of the client.

9.3. Codetrails does not assume liability in case the search proposals offered by the software, in particular those based on code snippets that have been indexed in the remote example libraries, are not suitable for the client in his or her specific, individual case; the proposed code snippets automatically indexed from the Internet are merely based on frequency analysis.

9.4. The limitations on liability mentioned in the above clauses 9.1 to 9.3 do not apply to damages based on willful intent or gross negligence, to damages from injury to life, body or health and to possible claims under the Product Liability Act.

10. Data processing for own purposes

10.1. The client consents to Codetrails processing and utilizing contact information for the purpose of performance and development of the business relationship (including marketing purposes) between the client and Codetrails (referred to as “intended purpose” in the following).

10.2. Contact information refers to business-related contact information that is made accessible to Codetrails by the client; this includes, among others, names, professional titles, business addresses, telephone numbers and e-mail addresses of the client’s employees and contracting parties.

10.3. The client further consents to contact information being made accessible, processed and utilized by Codetrails for the intended purposes. In this respect, Codetrails will process and utilize all contact information within the framework of the applicable regulations pertaining to privacy and electronic communication within the scope of the intended purpose.

10.4. The client warrants, as far as required by the regulations pertaining to privacy and electronic communications, that he has obtained or will obtain prior consent of the contact persons and will notify them or has notified them accordingly. The client thereby ensures that Codetrails is able to process and utilize the contact information within the scope of the intended purpose and is able to establish contact with the contact persons, i.e. via e-mail.

10.5. The client consents to Codetrails verifying the license key and to collecting data relating to the use of the software for this purpose from time to time.

10.6. The client consents to the software collecting error logs and general usage statistics within the Eclipse development environment, which serve the improvement of the software, and transmitting this information in encrypted form to the servers of Codetrails.

11. Special provisions for commercial clients

11.1. General Terms and Conditions of the client that conflict with or deviate from these General Terms and Conditions shall apply only if and as far as Codetrails has expressly consented to them in writing.

11.2. In departure of clause 9.1, Codetrails will be liable for compensation of damages in all contractual and extra-contractual cases to commercial clients exclusively on the basis of the following limitations:

11.2.1 Codetrails is liable in full for willfully caused damages; this applies correspondingly for the absence of a quality that has been warranted by Codetrails;

11.2.2 Codetrails’ liability for damages caused by gross negligence is limited to the amount of the foreseeable damage which was to be averted by the breach of duty.

11.2.3 In all other cases, Codetrails is only liable for the culpable breach of a material contractual duty if this jeopardizes the contractual purpose. In all cases, liability is limited to the amount of the foreseeable damage. The liability per claim is limited to the invoice amount, not exceeding 25,000 Euro. Total liability for all damages due to or in relation to the software agreements is limited to 50,000 Euro.

11.2.4 In addition, as far as Codetrails is insured for the incurred damage, Codetrails is liable to the extent of the insurance cover, subject to payment by the insurance.

11.3. The limitations on liability mentioned in the above clause 11.2 do not apply to damages based on willful intent or gross negligence, to damages from injury to life, body or health and to possible claims under the Product Liability Act.

12. Final provisions

12.1. The place of performance is the principal office of Codetrails.

12.2. As far as each party is a merchant or a legal entity or has no general jurisdiction in Germany, the exclusive jurisdiction for all disputes from and in relation to these General Terms and Conditions is Darmstadt.

12.3. This agreement is subject to the Laws of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG).

12.4. Modifications, amendments or annulment of these General Terms and Conditions must be made in writing. The aforesaid also applies for a waiver of the written form requirement. No oral collateral agreements are in place.

12.5. In the event that any provision of these Terms and Conditions should be or become invalid, unenforceable or incomplete, the remaining provisions shall remain unaffected. The invalid, unenforceable or incomplete clause shall be replaced by such a clause the parties would reasonably have agreed to had they been aware of the invalidity, unenforceability or incompleteness.