End-User License Agreement
This End-User License Agreement (“EULA”) is a contract between you (“Licensee”) and 8080 Labs GmbH, Krappmühlstraße 29, 68165 Mannheim, Germany (“Licensor”), giving you a license or permission to use the Software bamboolib (“Software”). This EULA runs from the date when the Licensee receives the Software from any package distribution index such as the Python Package Index at https://pypi.org/ or Anaconda (https://www.anaconda.com/), a Reseller or Licensor (“Delivery”). By installing, copying, downloading or otherwise using the Software, the Licensee agrees to be bound by the terms of this EULA. If the Licensee does not agree to the terms of this EULA, the Licensee may not install, copy, download or otherwise use the Software. For the restricted free version or the Trial Period free of charge the provisions in Appendix A shall apply.
1.1 The subject matter of this EULA is the Licensee’s non-permanent, non-transferable, non-sublicensable and non-exclusive license to use Licensor’s Software, which is a package for the Python programming language and which Licensor developed to be used solely in conjunction with
for the term of this EULA and for internal purposes only.
1.2 The use of the Software requires as of June 2019 the following:
(“Underlying Software”). The Underlying Software is not provided pursuant to this EULA. Licensee must separately acquire a right to use the Underlying Software. The Underlying Software may have additional requirements, e.g. with regards to the operating system. Which of the underlying software is necessary to use the software may also be subject to changes in technological requirements, updates and further development of the software.
1.3 The license of the Software shall exclusively be governed by the provisions of this EULA, unless the Parties agree otherwise in writing.
1.4 The Software uses the following open source libraries:
In conjunction with Jupyter Notebook, the Software uses Jupyter Notebook extensions of the following open source libraries:
In conjunction with JupyterLab, the Software uses JupyterLab extensions of the following open source libraries:
This EULA shall not apply to any of the libraries or extensions and the libraries and extensions are not included with the Software but will be installed together with them. Licensee is responsible for setting up his Jupyter environment by installing the correct versions of the respective Jupyter extensions.
2.1 Licensor does not warrant that the availability of the Software will be uninterrupted or always error-free.
2.2 Licensor shall make the Software available to Licensee in an executable form (object code) for the Underlying Software. Licensor shall deliver the Software to Licensee by making it available for download on the Internet.
2.3 Licensee is not entitled to the source code of the Software.
2.4 Licensee may access the user manual available via https://bamboolib.com. No other documentation shall be due unless explicitly agreed upon in writing.
2.5 Licensee shall install the Software.
2.6 Licensor is not obliged to provide any consulting, parameterization, customizing, migration, training, programming or other Licensee-specific project services (collectively referred to as “Services”) unless explicitly agreed upon by the Parties in writing.
2.7 In order to start and use the Software, Licensee must arrange for a sufficiently powerful Internet connection between Licensee’s IT-systems and Licensor’s server in order to verify the license of the Licensee. Depending on the type of license, Internet access for license verification may be necessary every 24 hours.
2.8 Licensor shall be entitled to use its own IT-systems and third-party systems and may freely subcontract obligations under this EULA.
2.9 Licensor shall be responsible for the availability of the server up to a suitable connection point to the Internet that Licensor shall determine ("Service Delivery Point"). The license provided by this EULA does not include further Internet connection of the access point of the Licensee.
2.10 Licensor shall use commercially reasonable efforts to maintain the availability of the licensing server for 99% per calendar month (“Agreed Availability”). The licensing server shall be deemed available if accessible and correctly responding when contacted from the Service Delivery Point (“Availability”). Non-availability due to force majeure and other reasons outside of the responsibility of Licensor and Scheduled Downtimes (see sec. 2.11) are not taken into account for the calculation of the Availability if Scheduled Downtimes (1) are announced to Licensee by e-mail at least 24 hours prior to commencement (if Licensee has not waived such announcements) and (2) concern Saturdays or Sundays (at Licensor's place of business), but for (3) a maximum of eight hours per calendar month. If in any given calendar month, the Availability falls short of the Agreed Availability for reasons imputable to Licensor, Licensor will, on Licensee’s request to be made within three months of the end of the respective calendar month, offer a discount on recurring fees, which, during the term of this Agreement, shall be offset against future recurring fees and is not payable in cash. Such discount shall be 1/720 of the monthly license fee per seat for every hour and licensed seat that could not be used to unavailability of the license server but in no case more than Licensee has actually paid for the licensed seat that could not be used for the respective month. The discount shall fully settle any reduction right under Sec. 536 of the German Civil Code. Claims in damages as referred to in Sec. 9 below as well as Licensor’s obligation to resolve the NonConformity under Sec. 7 shall remain unaffected. The foregoing shall not be deemed an express warranty, guarantee or guarantee of properties.
2.11 In order to carry out updates, configuration changes and certain maintenance work, it is necessary to take the licensing server out of operation for a specific period of time (“Scheduled Downtimes”). Scheduled Downtimes are communicated by Licensor via its website and communicated to Licensee via e-mail (unless Licensee has opted out from this information). Licensee is usually given notice of Scheduled Downtimes two weeks in advance. In urgent and exceptional cases, it may be necessary to arrange a Scheduled Downtime on shorter notice, e.g. in case of severe unexpected network traffic on the server like DoS/DDoS attacks or (attempted) unlawful intrusion of a third party on the server.
2.12 Licensor cannot guarantee the same feature set of the Software for all supported Underlying Software solutions and their versions based on the differences between the Underlying Software solutions itself. Therefore, the feature set of the software can differ between the underlying Software Solutions and their versions. A specific feature is only owed if Licensor has specified it as available for the respective combination of version of the Software and version of the Underlying Software.
2.13 Licensor strives to regularly – usually every month – publish new versions of the Software with new functionality (“Upgrades”), but shall not be obliged to do so.
2.14 Licensor will strive to provide the Licensee with an advance notice of any Update or Upgrade that may require changes to the Licensee’s hardware or software environment.
2.15 To the maximum extent permitted by applicable law and except as provided otherwise in the EULA, Licensor is providing the Software “as is” without warranty of any kind including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty or representation about the results from the use of the Software. This applies particularly, but not exclusively, to any code that was generated from using the Software.
3.1 Licensee is granted a non-exclusive, non-sublicensable and non-transferable right to use the Software for the term of this EULA with the number of users agreed upon. Licensor may from time to time conduct an audit to ensure that Licensee and its users are complying with the terms of this EULA.
3.2 Licensee is responsible for setting up his Jupyter environment by installing the correct versions of the respective Jupyter extensions listed in sec. 1.4 Licensor strives to assist Licensee with an initial setup of the system, but shall not be obliged to do so.
3.3 Licensor shall install the Software pursuant to this EULA only on Licensee’s network, i.e., only on computers that are owned by and in the possession of Licensee, except with the prior written approval by Licensor.
3.4 Licensee is entitled to allow freelancers and consultants that work on behalf of Licensee on or via its network to use the Software, provided, however, that such freelancers and consultants perform the work in accordance with the instructions issued by and for the purposes of Licensee.
3.5 Licensee shall protect the Software from unauthorized access of a third party. Licensee shall provide its employees and other users with a copy of this EULA and advice of them the restrictions on the use of the Software and the Licensee’s obligations under this EULA.
3.6 Licensee is entitled to make back-up copies of the Software required for a safe operation of the Software and shall store the back-up copies in a secure place. Licensee shall delete or destroy any copies that it no longer needs or at the end of the term of the EULA, whichever is sooner. Licensee shall not delete, modify or suppress copyright notices and marks.
3.7 Licensee may not rent, lend or distribute in any form, or use the Software by and on behalf of third parties (e.g., by outsourcing, hosting, Software as a Service), without the prior written consent of Licensor. Licensee shall not transfer the Software to a third party or allow a third party to use or gain knowledge of the Software. Licensee shall not grant third parties direct or remote access to the Software including the screen of the computer running the Software, or use the Software on behalf of a third party.
3.8 Licensor is the sole owner of all intellectual property rights to the Software, including copyright, but does not own the open source software identified in sec. 1.4.
3.9 Data backups are the sole responsibility of Licensee. Licensee shall ensure that a state-of-the-art backup of the Software, the complete system used and all data is in place and properly working. In addition to the foregoing, Licensee shall, at least daily and immediately before any maintenance or installation of Updates or Upgrades perform an alternating (on different data carriers) backup.
3.10 Licensee shall be responsible to install Updates and Upgrades.
3.11 Licensee shall promptly install all Updates and Upgrades and may object to installation of an Update or Upgrade only if Licensee agrees to compensate Licensor for the additional cost for continued support of the earlier version of the Software for the remaining term of the Agreement.
3.12 Licensee shall not (and shall not allow any third party to): (1) modify, create derivative works based on, decompile, reverse-compile, disassemble or reverse-engineer the Software, or any component of the Software, (2) attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Software, or (3) attempt to circumvent any user limits, or other license, timing or use restrictions that are built into the Software.
3.13 Licensee agrees that its breach of this section or of Sec. 11 will cause Licensor irreparable harm and damage and that, as a result, Licensor shall be entitled to injunctive and other equitable relief in addition to any other remedy to which Licensor might be entitled.
3.14 Licensee shall comply with all statutes and regulations, as they may be amended from time to time, pertaining to export control, money laundering, trade embargoes and economic sanctions.
4.1 This EULA shall run for the agreed term. Licensee can choose between a one-month-term model (“One-Month-Term Model”) and a one-year-term model (“One-Year-Term Model”). This EULA will renew after each term, unless terminated by a party pursuant to sec. 4.2 or 4.3 or 4.4, as the case may be. The term starts upon conclusion of this EULA and ends (i) in case of the One-Month-Term model, on the day before the day with the same number in the following month; if such day does not exist in the following month, on the last day of the following month, (ii) in case of the One-Year-Term model, on the day before the day with the same number of the same month in the following year; if such day does not exist in the following year, on the last day of the same month in the following year.
4.2 If the Parties agree upon the One-Month-Term Model, each Party shall be entitled to terminate this EULA with three days’ prior notice to end of the respective term.
4.3 If the Parties agree upon the One-Year-Term Model, each Party shall be entitled to terminate this EULA with one month’s prior notice to the end of the respective term.
4.4 In case of Termination, Licensee will not be entitled to a refund.
4.5 Notices of termination shall be in writing to be effective. E-mail shall suffice.
4.6 Upon the end of this EULA, the Licensee shall return or delete the Software and all Software copies and confirm to Licensor in writing Licensee’s compliance with this obligation.
4.7 The right of the Parties to terminate this EULA for good cause pursuant to sec. 314 of the German Civil Code (BGB) remains unaffected. For Licensor, good cause shall exist, in particular but not limited to, if
5.1 Licensee shall pay the license fee agreed upon.
5.2 If the Parties agreed upon the One-Month-Term Model, the license fee is to be paid monthly in advance. If the Parties agreed upon the One-Year-Term Model, the license fee is to be paid yearly in advance.
5.3 Licensor may propose amendments to this EULA or the specifications of the Software (1) in text form (e.g. letter or email) to Licensee, such letter or email to be received by Licensee no later than three months prior to the proposed date of their effectiveness, (2) by asking for explicit consent to the new EULA or specifications during installation of the Software, (3) by asking for explicit consent to the amendments or new EULA or specifications in text form.
5.4 Licensee’s consent to the amendments and changes communicated under Sec. 5.3 case (1) shall be deemed to have been given if (1) Licensor would be entitled to ordinarily terminate the contract at or before the proposed date of effectiveness of the amendments and (2) Licensee has not objected to the amendments in text form prior to the proposed date of their effectiveness. In its offer, Licensor shall make particular reference to the effect of not reporting objections to amendments.
5.5 Licensor shall be entitled to increase the agreed license fee once per calendar year. If the Parties agreed upon the One-Year-Fixed-Term Model, the price increase shall become effective with the beginning of the next one-year-term. Licensor shall inform Licensee of a price increase at least three months in advance.
6.1 Licensee shall notify Licensor in writing without undue delay if third parties claim rights (e.g. copyrights or patent rights) to the Software. Licensee shall support Licensor in the dispute. In particular, Licensee shall make the necessary information as well as the relevant documents available in writing. Licensee shall allow Licensor to direct the defense against such third-party claims and issue any necessary power of attorney. Licensee shall refrain from confirming or accepting facts or claims or settling the case without Licensor's explicit written consent.
6.2 Licensor shall not be liable for an infringement of third-party rights which arises due to the use of the Software by Licensee contrary to the provisions of this EULA, use outside the intended area of use, use in a country other than that of Licensee's registered office or any other country explicitly agreed in writing or use in combination with components (e.g. hardware and software) not explicitly recommended by Licensor.
7.1 Licensor will, during the term of this EULA, rectify any Non-Conformities of the Software duly reported by Licensee as set forth in Sec. 8 in accordance with the following provisions by providing patches or work-arounds or minor enhancements (each an “Update”) for download by Licensee. A “Non-Conformity” exists if the Software does not have the characteristics described in the relevant product description or documentation, aborts accidentally or if characteristics agreed upon in any other manner are missing.
7.2 Critical Non-Conformities will be remedied without undue delay. Material Non-Conformities will be remedied within a reasonable time. With respect to all other Non-Conformities, Licensor may refer Licensee to one of the following Upgrades. “Material Non-Conformity” shall comprise only Non-Conformities which materially affect use for the agreed purposes. “Critical Non-Conformity” as used herein shall exclusively comprise Material Non-Conformities which lead to the Software being completely inactive, not responding to input or not being able to be productively used at all.
7.3 Licensor is liable for defects of the Software that already exist at the time the Software is initially provided only to the extent that Licensor is responsible for them.
7.4 Licensee shall remain obligated to pay the agreed license fee in case of defects.
8.1 Licensee shall send error reports to Licensor via the agreed communication channels. Licensor shall be entitled to require Licensee to use a certain ticket system that will be provided at the expense of Licensor. Licensee shall comply with this requirement, unless Licensee cannot reasonably be expected to do so in a specific case.
8.2 Licensee shall assist Licensor comprehensively and at its own expense with the error analysis and rectification.
8.3 In particular, an error report in compliance with this EULA shall include the following information:
8.4 Upon request of Licensor, Licensee shall set up a remote access for Licensor to all IT systems on which the Software is run. However, Licensee shall ensure that Licensor cannot access any personal data.
8.5 Licensee is obligated to accept, install and launch all new Software versions, updates, patches, etc. provided by Licensor for error rectification. Further, Licensor may withhold warranty if Licensee does not use the latest version of the Underlying Software.
8.6 Licensee shall reimburse Licensor for the additional expenses that Licensee incurs due to a lack of cooperation on the part of Licensee. This shall not apply if Licensee is not responsible for the lack of cooperation. In the event that the analysis should produce the result that a situation reported by Licensee is not attributable to a Software defect, Licensor has the right to charge Licensee with the expenses incurred in the error analysis, unless Licensee was unable to determine that no Software defect existed.
9.1 Licensor shall not be liable under warranty or for damages or otherwise legally responsible in connection with this EULA, with regard to the following:
9.2 Not limiting the exclusions and limitations under sec. 9.1., Licensor shall be liable in damages in connection with a breach of this EULA, including any non-conformity of the Software, whether based on contract, tort or any other legal theory, whether for damage to property, persons, financial or any other loss, only (i) if and to the extent that Licensor cannot establish that such breach was not due to negligence imputable to Licensor and (ii) within the following limits:
9.3 This sec. 9 shall not be construed to shift the statutory burden of proof in any way.
9.4 Limitations of liability agreed in this EULA shall apply also to the personal liability of Licensor’s officers and employees.
10.1 The prescription period is limited
10.2 Sec. 10.1 shall not apply to claims for damages or compensation for expenditure that are based on intent, gross negligence, guarantee or fraudulent intent, or in the cases mentioned in sec. 9.2 (1).
10.3 The prescription period starts at the accrual of the claim, irrespective of knowledge of underlying facts.
11.1 The Parties agree to treat confidential, also beyond the end of this EULA, all items (e.g. software, documents, information) that are protected by proprietary rights, contain trade or business secrets or are reasonably designated as being confidential (“Confidential Information”), of which they obtain knowledge or which are provided to them prior to or during performance of the contract by the other Party, unless such information becomes publicly known without a breach of the confidentiality obligation. The Parties shall keep and safeguard Confidential Information in a manner that reasonably excludes access by third parties.
11.2 Licensee shall ensure that it is in compliance with the applicable data protection law.
12.1 Licensee may assign rights under this EULA other than payment claims only with the prior written consent of Licensor.
12.2 Amendments to this EULA (except for amendments as stipulated in Sec. 5.3) shall be in writing and signed by both parties to be effective. This applies to an amendment of this sec. 12.2 as well.
12.3 Applicable law shall exclusively be German law to the exclusion of its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
12.4 All disputes arising under or in connection with this Agreement shall be submitted exclusively to the district court of Stuttgart, Germany (Landgericht Stuttgart) if Licensee is a merchant, legal entity of public law or of special fund under public law or does not have a place of general jurisdiction in Germany. Either Party may also sue the other Party before the courts competent for their registered seat, office or place of business. The right of either Party to claim injunctive relief before any competent court remains unaffected.
12.5 In the event that a provision of this EULA is or becomes, in part or in whole, the validity of other provisions shall remain unaffected. An invalid provision shall be replaced by such provision that is legally possible and closest to the invalid one and corresponds to the well understood economic interests of both Parties.
13.1 Licensee agrees to provide pseudonymized usage data in order to improve the Software until further notice (e.g. send an email to firstname.lastname@example.org). That includes license identifier, mac address identifier, system configuration, (basic) software and function usage with corresponding timestamps and used license type. Licensor does not log the data itself which Licensee processes with the Software (e.g. no pandas data frames that Licensee visualizes). Received usage data will be used only in Licensor's Organization for updating the prioritization of the development agenda, implementing Artificial Intelligence, and detecting possible fraudulent and malicious usage of the Software.
The Licensee may use - but is not entitled to - a free version of the Software for an undefined period (“Free Version”). The Free Version can be highly restricted in its features and will be provided under a specific license key by Licensor. Licensor has the right to end Licensee’s right to use the Free Version at any time without prior notice.
The Licensee may also test the Software for a period defined by Licensor (“Trial Period”). The Trial Period may be free of charge. The Trial Period starts with the provision of the license key by Licensor. With the expiry of the Trial Period Licensee’s right to use the Software will automatically end.
The following provisions shall apply to the Free Version and the Trial Period and take precedence over the general provisions of the EULA set in sec. 1 to 12: