﻿Software License Agreement
NCP SEM API
As of: December 2021


The terms of the License for use by you, the end user 
(referred to hereinafter as the "Licensee") of NCP software 
are set out below. By reading and accepting this notice, 
you agree to these terms and conditions, so please read 
the text below carefully and completely. If you do not 
accept the terms of this agreement, you cannot use or 
install the software.

1. Subject of the Agreement
1.1	 The subject of this agreement between you and NCP 
engineering GmbH (hereinafter "NCP", this agreement 
also referred to as this "Agreement") is the software 
package downloaded by you (referred to hereinafter as 
the "Software".
1.2 The Software uses Open Source Software components. 
A list of the open source components used in the product 
and applicable open source software license terms can be 
found in the attached document 
"OpenSourceLicenseTerms.pdf". 

2. Scope of Rights of Use
2.1	 NCP grants the Licensee a simple, non-exclusive, non-
sublicenseable, non-transferable, perpetual right to install 
and use the Software on the device to which it has been 
downloaded (also referred to hereinafter as 'the License'). 
2.2 The Licensee may not 
(i) alter, translate, downgrade, decompile, 
reverse engineer, disassemble or otherwise 
modify the Software or attempt or allow a 
third party to do so, unless any such activity is 
permitted under applicable mandatory 
copyright laws (Section 69 e of the German 
Copyright Act); or 
(ii) create derivative works of the Software or 
create copies of the Software beyond the 
limits permitted under mandatory copyright 
law.
2.3 NCP reserves all rights in the Software which NCP does 
not explicitly grant to the Licensee under this Agreement. 
In particular, but without limitation to the following, NCP 
reserves all rights of publication, distribution, copying and 
reproduction (to the extent this Agreement does not 
explicitly provide otherwise and the Licensee does not 
have a right to copy the Software under applicable 
mandatory copyright law provisions), as well as to make 
modifications to the Software.

3. Liability for Defects 
3.1 NCP's statutory liability for defects of the Software, 
including defects in title (collectively "Defects") shall be 
governed by this Section, unless otherwise provided in 
Section 4 (Third Party Rights).
3.2 The Licensee understands and accepts that in 
accordance with the present state of the art it is 
impossible to develop computer programmes, in 
particular those which are combined with other 
programmes or systems, in a manner so that they work 
entirely free of errors. Under the current state of the art it 
is not possible to warrant that the Software will operate 
free of interruptions or deficiencies, nor to warrant the 
complete removal of any Defects in the Software. The 
contractually agreed functionality of the Software is 
limited to the communication with an NCP Secure 
Enterprise Management System, an NCP Secure Enterprise 
VPN Server and an NCP Secure Client, and the Licensee is 
aware that such components need to be installed in the 
Licensee's organisation. 
3.3 Any liability of NCP for Defects under this provision 
requires that the Licensee has notified NCP of the Defect 
concerned without delay in writing and during the 
limitation period. In case of such written notification of a 
Defect, NCP shall have the right to make two attempts to 
remedy the Defect following reasonable remedy periods 
in each case, and for that purpose and at NCP's discretion 
to either repair the Defect or make available a 
replacement solution. To the extent reasonably 
acceptable for the Licensee, NCP shall further have the 
right to remedy the Defect by making available a work 
around or alternative solution. Any potential statutory 
liability of NCP for damages caused by Defects shall be 
exclusively governed by Section 5 (Liability). 
3.4 Except for cases listed in Section 5.2, any claims for 
Defects are subject to a limitation period of 12 months 
from the beginning of the limitation period under 
statutory law. In the cases listed in Section 5.2, the 
statutory provisions of statute of limitation shall apply 
without alteration.
3.5 The Parties agree that any guarantee shall require an 
express written agreement in which the guarantee must 
be explicitly identified as a "Guarantee". 
3.6 To the extent any actual occurrence of problems is the 
result of third party software products or of the hardware 
used by the Licensee, rather than of the Software made 
available by NCP, the Licensee shall have no warranty 
claims against NCP with view to such problems. 
Correspondingly, the same shall apply to the extent the 
Licensee has used the Software in breach of the provisions 
of this Agreement or to the extent the Licensee or a third 
party acting on his behalf has made changes or 
modifications to the Software, or in the event of 
insubstantial deviations from the contractually agreed 
characteristics of the Software. 

4. Third Party Rights
In the event a third party makes a claim against the 
Licensee that Licensee's use of the Software in accordance 
with this Agreement infringes such third party's copyrights 
or other intellectual property rights in the Software, the 
Licensee shall immediately inform NCP hereof. Subject to 
the limitations of liability set forth in Section 5 (Liability) 
and provided that Licensee notifies NCP within the agreed 
limitation period for Defects, NCP shall hold harmless and 
indemnify the Licensee for any such justified third party 
claims. 

5. Liability
5.1	 Subject to the provisions in Section 5.2, NCP's 
statutory liability for damages shall be limited as follows:
(i)	NCP shall be liable only up to the amount of 
damages as typically foreseeable at the time 
of entering into the contract in respect of 
damages caused by a slightly negligent breach 
of a material contractual obligation (i.e. a 
contractual duty the fulfilment of which is 
essential for the proper execution of the 
contract, the breach of which endangers the 
purpose of the contract and on the fulfilment 
of which the Licensee regularly relies);
(ii) NCP shall not be liable for damages caused by 
a slightly negligent breach of a non-material 
contractual obligation.
5.2 The aforesaid limitation of liability shall not apply to 
any mandatory statutory liability (in particular to liability 
under the German Product Liability Act), liability for 
assuming a specific guarantee or liability for damages 
caused by wilful misconduct or gross negligence, or any 
kind of wilfully or negligently caused personal injuries. 
5.3 Regardless of the legal grounds giving rise to liability, 
NCP shall not be liable for indirect and/or consequential 
damages, including, in particular, loss of profit and loss of 
interest, unless any such damage has been caused by 
NCP's wilful misconduct or gross negligence.
5.4 To the extent NCP's liability is limited or excluded, the 
same shall apply in respect of any personal liability of 
NCP's legal representatives, employees and vicarious 
agents.
5.5 To the extent NCP's statutory liability for negligence is 
limited to gross negligence under an applicable statutory 
limitation of liability, such limitation of liability shall 
remain unaffected by the provisions in this Section 5. 

6. Final clauses
6.1 This Agreement shall be governed by the laws of 
Germany with the exception of the United Nations 
Convention on the International Sale of Goods (CISG). The 
courts of Nuremberg, Germany, shall have exclusive 
jurisdiction for any disputes arising from or in connection 
with this Agreement. However, NCP may institute legal 
proceedings against the Licensee also in any other court 
having proper jurisdiction over the Licensee.
6.2 Any amendments or additions to this Agreement need 
to be made in writing in order to be effective. 
6.3 In case any provision of this Agreement is or will be 
held invalid or unenforceable or if this Agreement is 
incomplete, the remainder of this Agreement shall 
continue in full force and effect. 



