License agreement - heliopas.ai

Preliminary note

PLEASE READ THE FOLLOWING LICENSE TERMS COMPLETELY AND CAREFULLY BEFORE INSTALLING THE SOFTWARE.

You can retrieve and save these terms at any time via the heliopas.ai website and within the app. By confirming the license terms, installing or using the software, you agree to the conclusion of a license agreement between you and heliopas.ai GmbH, Haid-und-Neu-Strasse 7, 76131 Karlsruhe, Germany. You thereby acknowledge the content of the license terms as binding for you.

If you do not wish to accept the terms of use and license, do not confirm the license terms and cancel the installation. In this case, you are not allowed to use the software.

This app is intended exclusively for industry, companies, public authorities, public or charitable institutions, clubs, associations, crafts, trade and freelancers who, when concluding a legal transaction, are acting in the exercise of their commercial or independent professional activity (§ 14 BGB). Use of the app is only possible in the European Union and EFTA countries.

§ 1 Definitions

Licensee: The legal or natural person to whom the right to use this Software is granted.

Licensor: heliopas.ai GmbH, Haid-und-Neu-Strasse 7, 76131 Karlsruhe, Germany

Software/App: The present software/app "heliopas.ai" / "WaterFox" of the licensor.

Modules: Extensions to the software that are subject to a charge and can be rented as an option.

§ 2 Subject matter of the contract

(1) The Licensor grants the Licensee the simple, non-exclusive, temporary and terminable right to use the Software in accordance with the provisions of this Agreement.

(2) The copies of the software serving a proper data backup are part of the intended use.

(3) The Licensee shall install the Software itself.

(4) The Licensor shall owe consulting services only if this is expressly and separately agreed. Any consulting services to be provided shall be remunerated separately by the Licensee at reasonable and customary market conditions.

(5) The Software may be extended by modules/functions. The modules/functions shall be subject to the present provisions, which shall also apply to the Software. If modules/functions are added during the term of the contract, the rent for the modules/functions shall be charged pro rata until the end of the term of the contract for the Software. The end of the contract term of the modules/functions is always identical with the end of the contract term of the software.

§ 3 Restrictions on use

(1) The Licensor is the author and holds the exclusive rights of use and exploitation arising from the copyright and other rights to the Software.

(2) Any distribution, lending, leasing, sublicensing, duplication, translation, decompilation and other processing of the Software is prohibited to the Licensee and requires the express consent of the Licensor.

(3) The Licensee shall not acquire any rights to the Software beyond the rights of use granted by this Agreement. In particular, the Licensor reserves all rights to distribute, demonstrate, exhibit and publish the Software against payment or free of charge. The same applies to the processing and reproduction rights, unless expressly agreed otherwise. The Licensor is the sole owner of all trademark and other industrial property rights to the Software.

(4) The rights of use granted by this Agreement are limited to the object code of the Software. Licensee does not acquire any rights to the source code of the Software with respect to the System. The Licensee acknowledges that the source code is the sole property of the Licensor.

(5) The Licensee may start and use the Software only with an existing Internet connection. The Internet connection is not part of the license agreement. In addition, unrestricted data traffic without port and bandwidth restrictions must be possible.

(6) The Licensee is not permitted to alter or remove any copyright notices, marks and/or control numbers or marks of the Licensor.

§ 4 Expiration of rights of use

(1) The Licensor grants the Licensee the rights under §§ 2, 3 of this Agreement.

(2) If the Licensee violates the license terms set forth in this Agreement in § 2 and § 3, the Licensee's right to use the Software shall expire without requiring termination of the license agreement. In this case, the Licensee shall return or delete the Software at the Licensor's discretion.

(3) Any violation of other material provisions of this License Agreement shall result in the termination of the right to use the Software.

(4) The other statutory provisions shall remain unaffected.

§ 5 Rent

(1) The rent for the Software is determined by the Licensor's price list. No rent is payable for the free version and for the free provision of functions.

(2) The rent for the software shall be paid in accordance with the contractual agreement. It includes the remuneration for the provision and use of the software as well as for its maintenance and repair.

§ 6 Technical availability

(1) An Internet connection to the Licensor's server is required to start and use the Software.

(2) The Licensor is entitled to close the server for maintenance work and updates. The Licensor will reduce the time and length of maintenance work and updates to a necessary minimum. Regular maintenance periods will be published on the website.

(3) The Licensor is entitled to take the server offline at short notice if there is good cause. Good cause shall be deemed to exist in particular in the event of massive, unforeseen network traffic on the server, in particular in the event of DoS/DDoS attacks or in the event of (attempted) unlawful intrusion into the server by third parties.

(4) Data communication via the Internet cannot be guaranteed to be error-free and/or available at all times according to the current state of the art. In this respect, the Licensor shall not be liable for the constant and uninterrupted availability of the server. However, the Licensor guarantees an annual average availability of the server of 96%. Excluded from this are times in which the server cannot be reached due to technical or other problems that are beyond the control of the licensor (force majeure, fault of third parties, etc.).

§ 7 Term of the contract, termination of the tenancy agreement

(1) The contractual relationship for chargeable use shall have the respective agreed contractual term. It shall be extended in each case in accordance with the contractual agreement unless the agreement has been terminated in advance by one party in due time at the end of the respective contractual term. The Licensee's rights of termination pursuant to Section 9 (3) of this Agreement shall remain unaffected.

(2) The right of each party to extraordinary termination for good cause shall remain unaffected.

§ 8 Licensee's notification and custody obligations outside the test contract period

(1) The Licensee is obliged to report defects in the Software to the Licensor without delay. In doing so, it shall take into account the Licensor's instructions for analyzing the problem within the scope of what is reasonable for it and shall forward to the Licensor all information available to it that is necessary for the elimination of the defect.

§ 9 Rights of the Licensee in case of defects within the paid version

(1) The Licensor shall be obligated to remedy any defects in the Software provided, including the documentation.

(2) Defects shall be remedied at the Licensor's discretion by repair or replacement free of charge.

(3) Termination by the Licensee pursuant to Section 543 (2) Sentence 1 No. 1 of the German Civil Code (Bürgerliches Gesetzbuch - BGB) for failure to grant use in accordance with the contract shall only be permissible if the Licensor has been given sufficient opportunity to remedy the defect and this has failed. The remedy of defects shall only be deemed to have failed if it is impossible, if it is refused or unreasonably delayed by the Licensor, if there are reasonable doubts as to the prospects of success or if it is unreasonable for the Licensee for other reasons.

(4) The Licensee's rights due to defects shall be excluded insofar as the Licensee makes or has made changes to the leased property without the Licensor's consent, unless the Licensee proves that the changes do not have any effects on the analysis and elimination of the defects that are unreasonable for the Licensor. The Licensee's rights due to defects shall remain unaffected provided that the Licensee is entitled to make changes, in particular within the scope of exercising the right of self-remedy pursuant to Section 536 a (2) of the German Civil Code (BGB), and that these changes have been carried out professionally and documented in a comprehensible manner.

§ 10 Limitations of liability chargeable version

(1) The Licensor shall be liable without limitation within the scope of the statutory provisions in each case for damages

(a) from injury to life, body or health resulting from an intentional or negligent breach of duty or otherwise from intentional or negligent conduct on the part of the Licensor or one of its legal representatives or vicarious agents;

(b) due to the absence or omission of a warranted characteristic or in the event of non-compliance with a warranty;

(c) which are based on an intentional or grossly negligent breach of duty or otherwise on intentional or grossly negligent conduct on the part of the Licensor or one of its legal representatives or vicarious agents.

(2) The Licensor shall be liable, limited to compensation for the foreseeable damage typical for this type of contract, for such damage that is based on a slightly negligent breach of material obligations by the Licensor or one of its legal representatives or vicarious agents. Material obligations are obligations the fulfillment of which is essential to the proper performance of the contract and compliance with which the Licensee may rely on.

(3) The Licensor's liability for other cases of slightly negligent conduct shall be limited to six times the annual rent per case of damage.

(4) The strict liability of the licensor according to § 536 a para. 1, 1st alternative BGB (German Civil Code) due to defects already existing at the time of the conclusion of the contract is excluded.

(5) In the event of a loss of data caused by simple negligence, the Licensor shall only be liable for the damage that would have been incurred even if the Licensee had properly and regularly backed up the data in a manner commensurate with the significance of the data; this limitation shall not apply if the backing up of the data was impeded or impossible for reasons for which the Licensor is responsible.

(6) The above provisions shall apply mutatis mutandis to the liability of the Licensor with regard to the reimbursement of futile expenses.

(7) Liability under the Product Liability Act shall remain unaffected.

§ 12 Warranty for defects and liability free version, free use of functions

For the free version applies in deviation to § 9 and § 10:

The liability of the licensor towards the licensee is limited to fraudulent concealment of defects and intent.

§ 13 Changes to the app

The Licensor is entitled at any time to change services provided free of charge in the App, to make new services available free of charge or against payment, and to discontinue the provision of free services. The Licensor will in each case take into account the legitimate interests of the Licensee.

§ 14 Changes to the license conditions

(1) The Licensor reserves the right to amend these License Terms at any time with effect also within the existing contractual relationships. The Licensor shall notify the Licensee of such changes at least 30 calendar days before the planned entry into force of the changes. If the Licensee does not object within 30 days of receipt of the notification and continues to use the services even after expiry of the objection period, the amendments shall be deemed to have been agreed with effect from the expiry of the period. In the event of an objection, the Licensor reserves the right to terminate the contractual relationship with the Licensee. The Licensor shall inform the Licensee of the right of objection and the consequences in the notice of amendment.

(2) In the event of changes in the value added tax, the Licensor shall be entitled to adjust the remuneration in accordance with such change without the aforementioned right of objection.

§ 15 Data use

Through the use of the app, data is continuously collected by the licensor. This includes, for example, information provided by the user on the type of crop grown, planting date, irrigation type, field boundaries or statistics on the use of the app. Licensee agrees that Licensor may, for any of its business purposes, use such data to develop, improve and market products or services. To that end, Licensee grants Licensor a worldwide, irrevocable, sublicensable, royalty-free license to use such data after anonymization.

§ 16 Final provisions

(1) The law of the Federal Republic of Germany shall apply. Mandatory provisions of the state in which the Licensee has his habitual residence shall remain unaffected. The uniform UN Sales Convention (Convention of Contracts for International Sale of Goods of 11.04.1980, UN-CITRAL Sales Convention) is excluded. The German version of these license conditions has priority over the English translation.

(2) Karlsruhe is agreed as the place of jurisdiction and performance for all disputes arising from this contract. The Licensor shall also be entitled to bring an action at the place of jurisdiction of the Licensee, who is an entrepreneur.

(3) Should individual provisions of this contract be invalid or contradict the statutory provisions, this shall not affect the remainder of the contract. The ineffective provision shall be replaced by the contracting parties by mutual agreement by a legally effective provision which comes closest to the economic sense and purpose of the ineffective provision. The above provision shall apply mutatis mutandis in the event of loopholes.

Service description WaterFox

A "field" is a contiguous area of agricultural land used or usable by a market gardener or farmer.

1) Obtain an overview of the field-specific soil moisture status of one's own fields on a geographical map.
a) Color coded states of the irrigation situation:

- Irrigation needed
- Watering soon
- Sufficiently watered

2) Work list:
a) Display the current soil moisture and the corresponding states of the irrigation situations of all fields in an overview.
b) Sorting of the slaps according to the current soil moisture.

3) History of soil moisture in the last 30 days of a blow, if sufficient data are available.

4) Management of own strokes for soil moisture monitoring.
a) Creation of new strokes
b) Changing the details of a field: name, crop type, sowing date, irrigation type, field boundaries.

Soil moisture is measured indirectly via analyses of satellite data. This measurement may differ from the reality in the field due to the system. It is recommended to consult an agronomist before deciding on a treatment, especially on irrigation or non-irrigation, as well as on the dosage of the water quantity, and to have the effects of a decision explained. If the user makes a decision, he does so at his own risk.