1. Subject matter of the licence
1.1. — The subject of the licence is the BETA version of the CONTENTFUL APP LINGUINY, which is used to translate content automatically. The provider of LINGUINY is Becklyn GmbH Bahnhofstr.29, 71638 Ludwigsburg, Germany [hereinafter: BECKLYN]. If you install LINGUINY in your Contentful instance, you are the licensee [hereinafter: LICENSEE] The LICENSEE obtains the rights required for the use of LINGUINY within the scope of the BETA phase, at most until 21.09.2023, through this user agreement. For the full usability of LINGUINY the integration of an API Key of a supported language translation tool is required. The LICENSEE shall make this available. API keys / tokens are not subject to these terms and conditions.
1.2. — The parties assume that the technical functions of LINGUINY are protected by copyright or ancillary copyright in Germany for the benefit of BECKLYN.
2. Granting of rights
2.1. — In order to achieve the purpose set out in Clause 1, BECKLYN hereby grants the LICENSEE the following non-exclusive rights of use:
(i) The LICENSEE is granted by BECKLYN the non-exclusive right, revocable at any time and limited to a maximum of 21.09.2023, to use the BETA version of LINGUINY within Contentful for the purpose of automatically translating content of a maximum total of 500,000 characters which the LICENSEE has deposited in Contentful and to which the LICENSEE has sufficient rights for translation;
2.2. — The foregoing right is granted only to the LICENSEE as the person responsible for the content. It is not transferable without the consent of BECKLYN. Sub-licensing is excluded.
2.3. — The distribution of physical works of LINGUINY or other forms of use than those mentioned in this clause 2 are not permitted. The distribution of LINGUINY to third parties or the making of copies for third parties outside the scope of this agreement is not permitted unless BECKLYN has agreed to a transfer of the licence to the third party.
2.4. — The granting of rights is not territorially restricted.
2.5. — The granting of rights of use includes all currently known and unknown types of use which are or become necessary to achieve the purpose of the contract, even if they only arise or become known subsequently due to new legislation or for other reasons.
2.6. — The LICENSEE shall not be entitled to edit or supplement the LINGUINY. The work results (translated content) may be edited by the LICENSEE and may continue to be used by the LICENSEE even after the end of the beta phase of LINGUINY, provided that the LICENSEE holds the corresponding rights of use to the content.
2.7. — BECKLYN reserves all rights to the name, title and trademark, exploitation rights and rights of use in LINGUINY going beyond the above provisions.
3.1. — BECKLYN warrants and represents that BECKLY is the owner of all rights in LINGUINY necessary for the provision of LINGUINY during the BETA phase and that it may freely dispose of LINGUINY as provided for in this Agreement. BECKLYN further warrants that LINGUINY is free from any conflicting rights of third parties.
3.2. — The LICENSEE warrants that it will obtain or has already obtained all rights required for the intended use in addition to the license under the Agreement (e.g. a Contentful account and the necessary rights to the content to be translated which it wishes to have translated with LINGUINY) and indemnifies BECKLYN in this connection against any claims by third parties.
3.3. — The LICENSEE's claims for damages or reimbursement of futile expenses against BECKLYN shall be governed by the following provisions without regard to the legal nature of the claim.
3.4. — The liability of BECKLYN shall be excluded, irrespective of the legal grounds, unless the damage was caused intentionally and/or by gross negligence on the part of BECKLYN, its employees, representatives or vicarious agents. To the extent that BECKLYN's liability is excluded or limited, this shall also apply to the personal liability of BECKLYN's employees, representatives or vicarious agents.
3.5. — BECKLYN shall be liable in accordance with the statutory provisions for damages resulting from injury to life, body or health caused by a wilful, grossly negligent or negligent breach of duty by BECKLYN or a legal representative or vicarious agent of BECKLYN.
3.6. — If BECKLYN at least negligently breaches an essential contractual obligation, i.e. an obligation the compliance with which is of particular importance for the achievement of the purpose of the contract (essential contractual obligation or cardinal obligation), the liability of BECKLYN shall be limited to typically occurring damages, i.e. to such damages which must typically be expected to occur within the scope of the contract. An essential contractual obligation in the aforementioned sense is an obligation the fulfilment of which makes the proper performance of this contract possible in the first place and on the observance of which the CLIENT regularly relies and may rely.
3.7. — However, claims for damages can only be asserted against the BECKLYN within a preclusion period of one year after the LICENSEE has become aware of the damage and the event giving rise to the claim, but at the latest within five years after the event giving rise to the claim, unless the failure to meet the deadline is not due to fault. The claim shall lapse if no action is brought within a period of six months from the written rejection of the compensation and BECKLYN has been advised of this consequence. The right to raise the defence of limitation shall remain unaffected.
4. Duration of the BETA Phase and Changes
4.1. — This Agreement shall commence with the installation of the BETA version of LINGUINY in the LICENSEE's Contentful Account and shall run until 21.09.2023 at the latest. Upon expiry of the BETA phase, all rights and obligations of the parties under this Agreement shall terminate, with the exception of those provisions which are clearly intended to continue to apply after the end of the Agreement.
4.2. — Already translated content pages may be used by the LICENSEE free of charge.
4.3. — BECKLYN and the LICENSEE shall have the right at any time during the BETA phase to discontinue the use of LINGUINY or to restrict the functions of LINGUINY without prior notice.
4.4. — During the BETA phase, BECKLYN shall be entitled to publish new versions of LINGUINY as a mandatory update with modified, extended or possibly also restricted functions and to deactivate obsolete versions of LINGUINY. The LICENSEE shall have no claim to the provision of certain functions, API endpoints, translation tools, etc. However, due to technical further development of the API providers for language translations, LINGUINY may lead to compatibility problems with integrated APIs and become unusable in the long run.
5.1. — The use of LINGUINY is free of charge for the Licensee during the BETA phase.
5.2. — All prices quoted by BECKLYN are exclusive of the statutory value added tax.
6. data protection
7. Final provisions
7.1. — The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
7.2. — If the LICENSEE is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of BECKLYN in 71638 Ludwigsburg, Germany.
7.3. — The same shall apply if the LICENSEE is an entrepreneur and has no general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is brought. This shall not affect BECKLYN's right to bring an action before a court of another statutory place of jurisdiction.
7.4. — Unless otherwise confirmed by BECKLYN, the place of performance for all rights and obligations under this BETA License Agreement shall be BECKLYN's place of business.