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MENDELSON SOFTWARE END-USER LICENSE AGREEMENT (EULA)

This End-User License Agreement (“EULA”) is a legal agreement between you or the organization on whose behalf you are acting (“Customer”) and mendelson-e-commerce GmbH (“mendelson”).

This EULA governs the use of mendelson software products licensed to the Customer (“Software”).

By installing, activating, accessing or using the Software, you agree to be bound by this EULA. If you are acting on behalf of an organization, you represent that you are authorized to accept this EULA on its behalf.

The specific Software product, edition, license model, quantity and any additional licensed functionality are defined by the applicable order, invoice, license information or other written agreement with mendelson (“Order”).

1. Definitions

For purposes of this EULA:

“Software” means the mendelson software product and edition identified in the applicable Order, including documentation and any updates or releases provided under the applicable license or Support & Maintenance Package.

“License” means the right granted by mendelson to use the Software within the scope defined by the applicable Order and this EULA.

“Perpetual License” means a license granted for an unlimited period, subject to compliance with this EULA.

“Subscription License” means a license granted for the subscription period stated in the applicable Order.

“SMP” means the optional mendelson Support & Maintenance Package governed by the applicable SMP Terms of Use.

“Documentation” means the documentation made available by mendelson for the Software.

2. License Grant

Subject to payment of the applicable license fees and compliance with this EULA, mendelson grants the Customer a non-exclusive, non-transferable license to install and use the Software within the scope of the applicable Order.

The permitted scope of use depends on the Software product and edition licensed by the Customer and may include limitations or entitlements relating to, for example:

  • product edition;
  • number of productive licenses;
  • number of local stations, clients, systems, nodes or other licensed instances;
  • number of partner or message relationships;
  • licensed modules, APIs, interfaces or other functionality;
  • high-availability, standby, backup or test systems;
  • subscription term or other license period.

Only rights expressly included in the applicable Order are granted.

Additional productive systems, high-availability nodes, standby systems, backup systems, test systems, modules or other installations may require separate licenses where specified by mendelson.

The Customer may make reasonable backup copies of the Software solely for backup and recovery purposes. Such copies remain subject to this EULA and must retain all copyright and proprietary notices.

3. Perpetual and Subscription Licenses

A Perpetual License permits continued use of the licensed Software version after purchase, subject to this EULA.

Access to updates, new releases, technical support and other maintenance services is not included in a Perpetual License unless an active SMP or another applicable support agreement exists.

A Subscription License permits use of the Software only during the subscription period stated in the Order.

Unless otherwise stated in the applicable Order, SMP is included for the duration of an active Subscription License.

Upon expiration or termination of a Subscription License, the Customer must cease using the Software unless the subscription is renewed or another valid license has been obtained.

4. License Restrictions

Except as expressly permitted by this EULA, the applicable Order or mandatory law, the Customer may not:

  • copy, distribute, publish, sell, sublicense, rent or lease the Software;
  • make the Software available to third parties as a standalone product or service;
  • modify, adapt or create derivative works of the Software;
  • reverse engineer, decompile or disassemble the Software except to the extent expressly permitted by mandatory applicable law;
  • circumvent license controls, activation mechanisms or technical restrictions;
  • remove or alter copyright, trademark or other proprietary notices;
  • use the Software beyond the licensed product, edition, quantity or scope.

Use of documented APIs, interfaces, configuration mechanisms, plugins and extension points provided by mendelson does not constitute a prohibited modification of the Software.

5. License Keys and Activation

The Software may require a license key, activation file or other technical authorization provided by mendelson.

License keys and activation information may only be used for the Software and licensed environment for which they were issued.

Changes to systems, installations, hardware, virtual environments or other technical circumstances may require a new or updated activation.

Where license activation or re-activation is not covered by an active SMP or another applicable agreement, mendelson may charge the applicable re-activation fee.

6. Updates, New Releases and SMP

The Customer is entitled to updates, maintenance releases, new releases and technical support only to the extent provided by:

  • an active SMP;
  • an active Subscription License;
  • the applicable Order; or
  • another written agreement with mendelson.

The availability and scope of SMP services are governed by the mendelson SMP Terms of Use.

Software, modules, functionality or services introduced as separate products are not automatically included in an existing Software license or SMP.

7. Ownership and Intellectual Property

The Software is licensed, not sold.

mendelson and its licensors retain all right, title and interest in and to the Software, including all copyrights, intellectual property rights and other proprietary rights.

The Customer receives only the license rights expressly granted under this EULA and the applicable Order.

All rights not expressly granted are reserved by mendelson and its licensors.

8. Transfer of License

The Customer may not transfer, assign, sublicense or otherwise dispose of a License to another person or organization without the prior written consent of mendelson.

Where mendelson approves a permanent transfer:

  • the Customer must cease all use of the Software;
  • the Customer may retain no usable copies;
  • all applicable license information must be transferred;
  • the recipient must agree to the applicable license terms.

A change within the Customer's own technical infrastructure does not by itself constitute a transfer of the License, provided that the licensed scope is not exceeded.

9. Trial, Evaluation and Not-for-Resale Software

Where mendelson provides Software expressly identified as a trial, evaluation, demonstration or Not-for-Resale (“NFR”) version, such Software may be used only for the purpose and period specified by mendelson.

Trial, evaluation and NFR Software may contain functional or time limitations.

Such Software may not be used for productive commercial operation unless mendelson expressly permits such use.

Trial, evaluation and NFR Software is provided without entitlement to SMP or technical support unless otherwise expressly agreed.

10. Customer Responsibilities

The Customer is responsible for:

  • operating the Software within the licensed scope;
  • providing and maintaining suitable hardware, operating systems, databases, networks and other required infrastructure;
  • maintaining appropriate backups and recovery procedures;
  • protecting access credentials, license files, systems and confidential information;
  • complying with applicable laws and regulations relating to the Customer's use of the Software;
  • ensuring that users authorized by the Customer comply with this EULA.

The Customer is responsible for third-party software, systems and infrastructure used together with the Software unless otherwise expressly agreed.

11. Software Defects and Warranty

mendelson warrants that, at the time the Software is provided, the Software will substantially conform to the applicable Documentation when used in a supported environment.

The existence of minor errors or deviations that do not materially impair the intended use of the Software does not constitute a material defect.

The Customer shall notify mendelson of material defects without undue delay and provide sufficient information to reproduce and analyze the reported issue.

Where mendelson is responsible for a defect, mendelson may, at its option and within a reasonable period:

  • correct the defect;
  • provide a reasonable work-around;
  • provide an updated or replacement version of the Software.

If reasonable attempts to remedy a material defect fail, the Customer retains the remedies available under applicable law, subject to the limitations in this EULA.

mendelson does not warrant that the Software will operate entirely without interruption or error.

No warranty applies to problems caused primarily by:

  • unauthorized modification of the Software;
  • incorrect installation, configuration or operation;
  • unsupported third-party systems or software;
  • hardware, network, operating-system, database or infrastructure failures;
  • use outside the licensed or documented environment;
  • circumstances outside mendelson's reasonable control.

12. Limitation of Liability

mendelson shall be liable without limitation:

  • for damages caused intentionally or by gross negligence;
  • for injury to life, body or health;
  • where liability is mandatory under applicable product-liability law;
  • where mendelson has expressly assumed a guarantee;
  • where a defect has been fraudulently concealed.

In cases of simple negligence, mendelson shall only be liable for breach of an obligation whose proper performance is essential to the execution of the agreement and on whose performance the Customer may regularly rely.

In such cases, liability shall be limited to the foreseeable damage typical for this type of agreement.

Subject to the foregoing provisions and to the extent permitted by applicable law, liability for indirect or consequential damages, loss of profits, loss of business, business interruption and loss of data is excluded.

Liability for loss of data shall in any event be limited to the amount that would have been necessary to restore the data if the Customer had maintained appropriate backup procedures.

The foregoing limitations also apply in favor of mendelson's employees, representatives, agents and licensors.

13. Third-Party and Open-Source Software

The Software may contain or interact with third-party or open-source software.

Such components may be subject to separate license notices or terms.

Where separate third-party or open-source license terms apply to a component, those terms govern the Customer's use of that component to the extent required by the applicable license.

Required notices and license information may be included with the Software, its documentation or the applicable license directory.

14. Termination

mendelson may terminate the Customer's License if the Customer materially breaches this EULA and fails to remedy the breach within a reasonable period after receiving notice, where a cure is possible.

In cases of serious breach where continuation of the agreement cannot reasonably be expected, termination may take effect immediately.

Upon termination of a License, the Customer must cease using the affected Software and destroy or permanently disable all usable copies, except where retention is required by law.

Provisions concerning intellectual property, confidentiality, liability and other provisions intended by their nature to survive termination shall remain effective.

15. Audit and License Verification

mendelson may request reasonable information necessary to verify compliance with the licensed scope.

Where there are reasonable grounds to believe that the Software is being used outside the licensed scope, mendelson may conduct or request a reasonable license-compliance review upon prior notice.

Any such review shall be conducted in a manner intended to minimize unnecessary disruption to the Customer's business operations.

16. General

This EULA and the applicable Order constitute the agreement governing the Customer's license to the Software, unless a separate written agreement between mendelson and the Customer expressly provides otherwise.

In the event of a conflict between this EULA and a specific written agreement or Order expressly accepted by mendelson, the specific agreement shall prevail with respect to the conflicting provision.

Terms contained solely in a Customer purchase order or other Customer document do not modify this EULA unless expressly accepted by mendelson in writing.

The failure or delay of either party to exercise a right does not constitute a waiver of that right.

If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions remain in effect.

This EULA is governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

To the extent legally permitted, the courts having jurisdiction at the registered office of mendelson-e-commerce GmbH shall have jurisdiction over disputes arising from or in connection with this EULA.

17. Contact

Questions concerning this EULA may be directed to:

mendelson-e-commerce GmbH

Kurfürstendamm 30

10719 Berlin

Germany

18. Trademarks

mendelson and other marks associated with mendelson products are trademarks or registered trademarks of mendelson-e-commerce GmbH in Germany and/or other countries.

Third-party trademarks, trade names and product names are the property of their respective owners.

This EULA does not grant the Customer any right to use mendelson's trademarks, logos or trade names except as expressly permitted.

Last updated: 2026-11-11