Article 1: General, Scope of Application
1.1 The following General Standard License Terms and Conditions (GSLTC) shall govern all agreements between ChartWorld and its Customers for the provision of digital data and digital data services (collectively: Data Service), such as, but not limited to, official Electronic Navigational Charts (ENCs), Inland ENCs, Navionics digital charts, and ChartWorld digital charts.
1.2 All aspects of the supply of such Data Service shall also be governed, in conjunction with these GSLTC, by ChartWorld's General Standard Purchase Terms and Conditions (GSPTC) and by any separately stipulated contracts (Ancillary Contracts) entered into by ChartWorld and the Customer relating specifically to the supply of such Data Service.
1.3 ChartWorld does not recognise any other purchase terms, general standard terms or other stipulations made by the Customer. This shall apply even if the Customer makes counter confirmations with reference to Customer’s own terms and conditions. Such terms and conditions shall not become part of the business relations between ChartWorld and the Customer even if ChartWorld remains silent thereon or effects delivery of the Data Service. these GSLTC shall apply, as well, if ChartWorld effects delivery of Data Service without reservation of rights, although being aware that the Customer’s terms and conditions are at variance with these GSLTC.
1.4 Deviations from these GSLTC are effective only if they have been explicitly agreed upon or confirmed by ChartWorld in writing. An oral waiver of this form requirement is not allowable.
Article 2: Grant of License to Use the Data Service
2.1 ChartWorld grants to Customer a non-transferable, non-exclusive License to use the Data Service with the hardware agreed upon in the Ancillary Contract (e.g. purchase contract via Internet).
2.2 All the intellectual property rights used or embodied in connection with the Data Service, especially, without being limited to, trade secrets, patents, design rights, copyrights, trademarks, service marks, database rights, or other proprietary knowledge (Intellectual Property Rights), shall remain the property of their respective owner and shall not be transferred to Customer.
2.3 Customer shall neither remove nor alter any existing identification marks, copyright or identity marks, nor shall Customer disable the correct display thereof.
2.4 Customer shall be entitled to copy the provided Data Service only, if such copy is necessary for the agreed upon use of the Data Service, or to make one (1) backup copy for the purpose of archival storage.
Article 3: Restrictions of License
3.1 Unless otherwise agreed in writing, the display of the Data Service shall be restricted so that a maximum of five (5) monitors or other visual display units on a single vessel and/or a single shore based installation at any one time.
3.2 The utilisation of the Data Service for or in connection with Internet or Intranet based services or applications is specifically not allowed without express written permission from ChartWorld and only where allowed by the owner of any Intellectual Property contained in the Data Service.
3.3 Customer shall not be entitled to alter, extend, modify, or adapt the Data Service in any form whatsoever without express written permission from ChartWorld and only where allowed by the owner of any Intellectual Property contained in the Data Service. .However, on ChartWorld's request Customer shall carry out or let carry out such alterations, extensions, modifications or adaptations, considered necessary by ChartWorld for the integration and usability of the Data Service for the Customer’s specific software, programs or program elements.
3.4 Customer shall neither be entitled to reveal or make available hard copies of the Data Service, nor to surrender, to transfer or to convey such hard copies in any other way to third parties without express written permission from ChartWorld and only where allowed by the owner of any Intellectual Property contained in the Data Service..
3.5 Furthermore, Customer shall neither be entitled to integrate the Data Service into other Data Service bases, nor to decompile, disassemble or reverse engineer the Data Service without express written permission from ChartWorld and only where allowed by the owner of any Intellectual Property contained in the Data Service..
3.6 Customer shall neither be entitled to sell or to transfer, to grant license or sublicense, to hire or lend out the Data Service, nor shall Customer be entitled to affect Intellectual Property Rights or any other right embodied in or in connection with the Data Service in any other way or by any other means without express written permission from ChartWorld and only where allowed by the owner of any Intellectual Property contained in the Data Service.
3.7 Customer shall undertake all necessary precautions to prevent unauthorised access to the Data Service, especially without limitation, by third parties. Furthermore, Customer shall ensure, that Customer’s members of staff, employees, servants, agents, or any other person acting for or on behalf of Customer (Agents) are aware of and strictly obey this obligation, as well.
Article 4: Legal Consequences in Case of a Breach of Restrictions
4.1 In any case of a breach of the restrictions set forth in Art. 3, whether by Customer or by its Agents, Customer shall pay ChartWorld a non-fault contractual penalty of € 25.000,00. ChartWorld's other claims and rights, if any, shall not be affected or prejudiced by such contractual payment.
4.2 Furthermore, Customer shall fully indemnify ChartWorld from all costs and damages in the event that the owner of the Intellectual Property Rights embodied in or in connection with the Data Service should raise a claim because of a breach of the restrictions as set forth in Art. 3, whether by Customer or by its Agents.
Article 5: SOLAS-Convention
In the event that Customer is subject to the Safety of Life at Sea (SOLAS) Convention, Customer fully accepts that the use of the Data Service does not alter the Customer's obligation to adhere to the terms of the SOLAS Convention.
Article 6: Exclusion of Liability
6.1 Except as stated otherwise in the following provisions of this Article, ChartWorld’s liability for damages and losses shall be excluded, whatsoever cause in law such liability may have and of whatsoever nature such damages and losses may be. Such exclusion of liability shall apply especially, without being limited to, to direct, indirect and consequential damages and losses, to claims based on fault prior to conclusion of contract (“culpa in contra-hendo”; Sec. 311 subsec. 2 Bürgerliches Gesetzbuch; German Civil Code), to claims based on breach of contractual duties and obligations not being related to deficiencies of the granted License, to tortious claims based on property damages and to claims for vain expenses.
6.2 ChartWorld shall be liable in accordance with German Law if Customer claims damages and losses based upon ChartWorld’s, its agents’ or servants’ intent or gross negligence. Inasmuch as ChartWorld is not held liable by Customer for intentional breach of contract, ChartWorld liability for damages and losses shall be limited to the reasonably foreseeable and typically incurable damages and losses.
6.3 Furthermore, ChartWorld shall be liable in accordance with German Law if ChartWorld is at fault with a breach of an essential contractual obligation (“cardinal obligation”). However, liability shall be limited in this case to the reasonably foreseeable and typically incurable damages and losses, as well.
6.4 ChartWorld’s liability for negligent loss of life, or injury to body or health remains unaffected as well as its liability in accordance with product liability laws.
6.5 In case ChartWorld should be liable, liability for the loss of Customer's Data Service shall be limited to the reasonable costs of recovery of such Data Service which would have been incurred if a backup copy of such Data Service would have been made at reasonable intervals.
6.6 Insofar and inasmuch as ChartWorld’s liability is limited or excluded, such limitation or exclusion shall apply to ChartWorld’s members of staff, employees, servants and agents, as well.
Article 7: Place of Performance, Jurisdiction and Governing Law
7.1 In the event, that a provision in these GSLTC should be or become fully or in part invalid or unenforceable, the validity or enforceability of the remaining provisions of these GSLTC as well as the validity or enforceability of these GSLTC itself shall not be affected or impaired in any way. In such an event, the parties shall undertake to replace in writing the invalid or unenforceable provision by a provision which best meets the purpose, particularly the aspired economic and legal purpose of the replaced provision.
Same shall apply in the event that the execution of these GSLTC should reveal an omission, which the parties would have avoided, if they would have perceived such omission.
7.2 Place of performance for all obligations under these GSLTC shall be the Hamburg, Germany domicile of ChartWorld.
7.3 ChartWorld's principal place of business shall be the exclusive place of jurisdiction if Customer has the status of a merchant pursuant to the Handelsgesetzbuch (German Commercial Code) or if Customer should relocate Customer's domicile or place of abode after conclusion of this License Agreement out of the area of application of the Zivilprozeßordnung (German Code of Civil Procedure) or if Customer's domicile or place of abode should be unknown at the moment the action was brought to court. ChartWorld, however, shall be entitled to prosecute its rights and claims in Customer’s local court, as well.
7.4 these GSLTC shall be governed by the laws of the Federal Republic of Germany without regard to conflict of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.