Updated January 11th, 2022

This contract (“Agreement”) is between you (“you” or “Customer”) and Cherryware from which you are procuring a Showmaster license. The agreement governs your use of of the purchased software license.

Cherryware is represented by

cherryware GmbH
Hechelleite 3b
86919 Utting a. Ammersee
Germany

This Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all Orders entered into under this Agreement.

  1. Showmaster license

    a) License grant. Showmaster is licensed and not sold. Upon your order of Showmaster, Cherryware grants you a nonexclusive and limited license to use the software. These licenses are solely for Customer’s own use and business purposes and are nontransferable. One license is intended for one person/employee who can use the license key on a maximum of 3 devices. The paid Showmaster license must only used by that individual person. When an employee leaves the company, the customer ensures that the Showmaster license is removed from the machine (“unregister device”). Afterwards, the license can be used by another employee.

    b) Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Order, unless renewed. After purchase completion, the license cannot be terminated or refunded unless otherwise described under these terms.

    c) License Key. After purchase, the customer will receive one or many license keys, which enables to upgrade from Showmaster FREE to Showmaster PRO. The license key must never be shared with public, written on any forum or website or shared with persons, who have not acquired an own Showmaster license. Otherwise, the license key will become invalid and the license itself will become void. No refund will be paid in these cases.

    d) Product Development. During the licensed usage of Showmaster, the product itself will be continuously developed and improved with new features and better usability. The customer agrees that the product continuously changes during the subscription period.

    c) End Users. Customer will control access to and use of Showmaster by End Users and is responsible for any use of Showmaster that does not comply with this Agreement.

    d) Reservation of Rights. Cherryware reserves all rights not expressly granted in this Agreement. The intellectual property and the source code of Showmaster remains with Showmaster and is protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use Showmaster on a device do not give Customer any right to implement Cherryware’s patents or other intellectual property in the device itself or in any other software or devices.

    e) Restrictions. Except as expressly permitted in this Agreement, Documentation or an Order, Customer must not (and is not licensed to): (1) copy, modify, reverse engineer, decompile, or disassemble Showmaster, or attempt to do so; (2) install or use any third-party software or technology in any way that would subject Cherryware’s intellectual property or technology to any other license terms; (3) work around any technical limitations in Showmaster or restrictions in Documentation; (4) separate and run parts of Showmaster on more than one device; (5) use Showmaster for any unlawful purpose; (6) sublicense, rent, lease, or lend Showmaster, in whole or in part, or use them to offer hosting services to a third party.

    f) License transfers. Customer may only transfer fully-paid licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Showmaster and render any copies unusable. Customer must notify Cherryware of a License transfer and provide the transferee a copy of this Agreement and any other documents necessary to show the scope, purpose, and limitations of the licenses transferred. Attempted license transfers that do not comply with this section are void.

    g) Feedback. Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient’s products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential. The provider retains all other rights in any Feedback and limits the rights granted under this section to licenses under its owned or controlled non-patent intellectual property rights in the Feedback (which do not extend to any technologies that may be necessary to make or use any product or service that incorporates, but are not expressly part of, the Feedback, such as enabling technologies).

  2. Pricacy

    It is our policy to respect your privacy regarding any information we may collect while operating Showmaster and its website. The policy is descibed in detail in our separate privacy policy document.

  3. SLAs

    A paid Showmaster PRO license includes and SLA with a service availability of 99,9% per calendar month. Planned maintenances, communicated upfront on the Showmaster website do not reduce the availability.

    In case, the availabilty is lower than 99,9% in a month, the customer has the right to be refunded on a pro-rata basis of the subscription fee for the time when Showmaster was unavailable. The claims expire unless they are intimated within 1 month.

  4. Verifying compliance

    Customer must keep records relating to Showmaster it and its Affiliates use or distribute. At Cherryware’s expense, Cherryware may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Cherryware may engage an auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Cherryware or the auditor reasonably requests related to the verification and access to systems running Showmaster. If verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use.

    Without limiting Cherryware’s other remedies, if unlicensed use is 5% or more of Customer’s total use of all software licenses, Customer must reimburse Cherryware for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price or the maximum allowed under applicable law, if less. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.

    Cherryware generates a random client ID for every Showmaster client to verify that a Showmaster license key is not used from more than three devices.

  5. Limitation of Liability

    Each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for Showmaster during the term of the applicable licenses, subject to the following:

    a) Subscriptions. For Showmaster PRO subscriptions, Cherryware’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for Showmaster during the 12 months before the incident.

    b) Showmaster FREE. For the free Showmaster offering, Cherryware does not take any liability.

    c) Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.

    d) Exceptions. No limitation or exclusions will apply to liability arising out of either party’s: (1) confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights.

  6. Miscellaneous

    a) Entire Agreement. This Agreement supersedes all prior and contemporaneous communications, whether written or oral, regarding the subject matter covered in this Agreement. If there is a conflict between any parts of this Agreement, the following order of precedence will apply: (1) Order; (2) this Agreement; (3) Service Level Agreement (SLA); and (4) Documentation.

    b) Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.

    c) Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

    d) No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

    e) Applicable law. The German laws govern the interpretation of these terms, claims for breach of them, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles.

 

Link to the Data Privacy Policy