Terms and conditions
These das element -Terms and Conditions form an integral part of the agreement between das element
Jonas Kluger, Prinzregentenstraße 54, 80538 Munich, Germany (“das element”) and customer
(“Customer”) on the licensing of das element’s software products offered via the Online-Shop under
www.das-element.com (the “Online-Shop”) by das element to Customer (“Licensing Agreement”). das
element and Customer are hereinafter individually also referred to as “Party” and jointly as “Parties“.
Version: 8th July, 2021
- Subject matter
1.1. The Subject matter of the Licensing Agreement is the provision and licensing of the object code of das
element’s software products “das element standard”, “das element lite” and “das element cli” including
all agreed features and models (the “Software”) by das element to Customer for rental installation on
the Customer’s servers during the Term (see Section 8), and the payment of the agreed Licensing
Fees by Customer to das element.
1.2. The Licensing Agreement shall be concluded by way of the Customer ordering Software within the
Online-Shop as offered by das element as well as das element accepting the Customer’s order. das
element shall not be obliged to accept any of Customer’s orders.
1.3. Unless otherwise expressly agreed by the Parties and notwithstanding Section 1.4, other services or
deliverables by das element are not subject matter of the Licensing Agreement. In absence of such an
explicit agreement, das element shall particularly not be obliged to provide Customer with the source
code of the Software, to install the Software at Customer’s premises, or to provide other support
services. The Parties may enter into separate explicit agreements for other services or deliverables
against separate remuneration.
1.4. das element will provide basic support services regarding technical functionalities as part of its
obligations to provide the Software. das element provides any support services basically as a pure
support service to the Customer (service contract), as far as the Parties have not expressly agreed
that das element owes an expressly agreed success within the scope of the service provision (contract
for work and services).
1.5. Delivery and service dates stated by das element are only binding if they have been expressly agreed
in writing or have been designated as binding by das element in writing.
1.6. das element is entitled to use subcontractors for the fulfillment of its contractual obligations according
to the License Agreement. On request of the Customer, das element will name the subcontractors
actually used for the provision of services to the Customer. As far as subcontractors are used for
service provision, das element is responsible for their services as for its own behavior.
1.7. The terms of the Licensing Agreement also apply to bug fixes, patches, updates and other
modifications to the Software (jointly “Updates”) that das element may make available to Customer.
1.8. The terms of the Licensing Agreement do not automatically apply to major product changes or to new
versions of the Software (“Upgrades”). Upgrades require the conclusion of a separate agreement.
1.9. By agreeing to these Licensing Agreement Customer hereby confirms to be an entrepreneur according
to section 14 German Civil Code (BGB).
1.10. Any other general terms and conditions of the Parties shall not apply to the Licensing Agreement,
unless expressly agreed by the Parties in text form or written form.
- Provision of the Software
2.1. das element will provide Customer with the Software by making the Software available for download
by Customer in the Online-Shop and by providing Customer with a license file in order to enable
Customer’s use of the Software in accordance with Section 3 (“License File”). The Customer`s rights
to use the Software (see Section 3) start with the download of the Software and the implementation
and activation of the License File by the Customer on the respective license server identified by das
element (“License Server”) according to Section 4. The same shall apply to Updates and Upgrades
provided by das element to Customer.
2.2. The Software will be provided to Customer with the features and functions described in Annex 1. Also,
das element may offer to the Customer within its Online-Shop the download of enhancing models and
features to be part of the Software deliverable which may be subject to additional agreement or
commercial and technical conditions by das element (“Enhancement Models”). By way of
downloading the Enhancement Models from the Online-Shop and agreeing to all applicable conditions
and by implementing it within the already installed part of the Software such Enhancement Models
shall become integral part of the Software and shall be subject to the same applicable rules.
2.3. Customer acknowledges and agrees that the proper functioning of the Software is dependent upon
Customer’s system used to operate the Software meeting the technical requirements according to
Annex 2 (“Technical Requirements”).
2.4. das element will provide Customer during the Term with a user documentation as part of the Software
(the “Documentation”) in English language and in its current version by way of download via the link
communicated by das element to the Customer.
2.5. Installation of the Software on Customer’s system as well as the activation of the License File on the
License Server are part of Customer’s sole responsibility. This applies as well to Updates, Upgrades,
and Enhancement Models.
- Rights to use
3.1. Customer acknowledges and agrees that between the Parties all exclusive rights, title and ownership
in the Software, the Enhancement Models and the Documentation, including any intellectual property
rights therein, are owned by and remain with das element or das element’s licensors.
3.2. Subject to Customer’s pre-payment of the License Fee according to Section 5, das element grants
Customer a non-exclusive, non-sublicensable, non-transferable, worldwide, limited right to use the
actually downloaded version of the Software according to the Licensing Agreement until the end of the
Term for its own business purposes. The granted rights to use include the permission for Customer to
download, install, operate and run the Software at Customer’s premises. The right to use is limited to
the agreed upon number of simultaneously using computers (“Number of Copies”) as indicated in the
Licence File but unlimited pertaining to the total number of computers on which the Software could be
installed and to the number of generally authorized users which are basically entitled to use the
Software. Notwithstanding the regulations of the Term in Section 8, the right to use starts in any case
not before the Customer has received the rightfully acquired Licence File on the License Server.
3.3. The rights to use granted pursuant to Section 3.2 do not include any further rights or means of
exploitation. Customer is particularly not permitted to
a) sell, lease, rent, sublicense, or otherwise distribute or transfer the Software, the Documentation, or
any portion thereof;
b) modify, translate, or create derivate work of the Software, the Documentation, or any portion
c) reverse engineer, decompile, or disassemble the Software, or otherwise attempt to recreate all or
any portion of the Software;
d) use the Software or the Documentation for the purposes of a third party, to make it accessible to
third parties or to use it or have it used by others than authorized users for their own or other
This applies to the Enhancement Models upon becoming part of the Software as well. All rights
Customer may have under mandatory statutory law shall remain unaffected.
3.4. To the extent that the Software contains so called open source software, i.e. software that is open and
publicly available free of charge (“OSS Components”), the license terms governing the OSS
Components shall prevail over the terms of the Licensing Agreement with respect to these OSS
Components. The OSS Components included in or delivered by das element together with the
Software, as well as the applicable OSS license terms are listed in Annex 3.
3.5. For each violation of a provision of Sections 3.1 to 3.4, das element may demand from the Customer
payment of a reasonable contractual penalty, which may be determined by das element and reviewed
by the customer in court regarding its reasonableness, unless the Customer is not responsible for the
violation. All further claims and rights, which das element is entitled to in such a case remain
3.6. Notwithstanding sec. 8.6, the Customer has to return or destroy all received data carriers,
documentations, other materials and documents as well as created backup copies, to uninstall the
Software and if necessary to delete remaining recognizable Software residues irreversibly from his IT
systems as soon as Customer’s right to use the Software or to keep a copy ends.
- Licensing verification via License Server and License File
4.1. Installment of a valid License File on the Customer’s License Server is prerequisite for the use of the
Software on any computer. It is Customer’s sole responsibility to set up and keep running the License
Server as well as to install the valid License File.
4.2. Within its Online-Shop das element indicates the actual license server system and version Customer
will have to install on its own infrastructure in order to set up the License Server. das element will
indicate as well the source of the license server system accessible for download as well as the
requirements and information how to implement and activate the License File within the License
Server. Internet access will only be necessary for download of the license server system but not for
running the actual License Server. das element may change the information and indications regarding
the license server system at any time at its discretion with effect for the future and for new License
4.3. After download and installation of the Software, after setting up of the License Server and after das
element has received full payment of the due License Fees (see section 5.1), das element may issue
and provide to the Customer the License File. For this purpose, the Customer will have to send the
necessary information pertaining to the License Server (in particular host ID and host name) and the
respective order number to firstname.lastname@example.org. Subject to the compliance with all
prerequisites, das element may issue a License File containing information about the Customer’s
organisation’s name, the Software editions and the agreed Number of Copies and Term, all as
ordered. The License File may also contain the ID and name of Customer’s License Server. das
element may choose to protect the License File by way of cryptographic tools against illicit use or
manipulation. The License File will be provided by way of email transmission to the Customer’s email
address as indicated by the Customer in the Online-Shop.
4.4. In order to start using the Software on any computer, this computer will require authorization by the
License Server for the particular session. Customer will make sure that the requesting computer is
linked to the License Server (not necessarily over the public internet) and will receive authorization of
use from the License Server. For this purpose, the Customer will make sure that the License Server
has been implemented and set up so that it can send the authorization to the requesting computer.
The authorization by the License Server will be subject to the rule that the number of computers being
able to run the Software at any given moment will not exceed the Number of Copies, which will be
ensured by the License Server issuing floating licenses to individual computers in the local network of
4.5. The Licence File will be valid only for the actual Term for which the Customer paid the respective
License Fee. After expiration of the Term, the License Server will not be able to authorize any further
use of the Software unless a new valid License File will be implemented.
- Remuneration and terms of payment
5.1. Customer is obliged to pay to das element the license fee as agreed (the “License Fee”) in the
Online-Shop in advance.
5.2. The License Fee is due for payment by Customer on the day the invoice for the respective Term is
issued by das element, and must be payed by Customer within fourteen (14) days of its due date.
5.3. das element is entitled (but not obliged) to send its invoices to the e-mail address notified by the
Customer exclusively by electronic means.
5.4. With full payment of the License Fee all invoiced services and deliveries of das element according to
this License Agreement (incl. the respective granting of rights of use) are fully settled.
5.5. All prices are exclusive of the legally applicable taxes.
- Customer’s cooperation duties
6.1. Customer bears the sole responsibility for fulfilling and maintaining the Technical Requirements to use
6.2. Customer shall use the Software only in accordance with the terms of the Licensing Agreement, and
shall at all times during the Term comply with all applicable legal and official requirements. Customer
will not use the Software for or in connection with any illegal activities.
6.3. Customer shall require each user of the Software authorized by it to comply with the provisions of this
Section 6 and shall either enforce compliance by users itself to the extent reasonable and legally
permissible or enable das element to enforce compliance against users.
6.4. Customer shall make use of the contact information and procedures provided by das element to notify
defects of the Software.
6.5. Customer shall take reasonable precautions in case the Software does not work properly in whole or
in part (e.g. by daily data backup, fault diagnosis or regular backup of Software results). As far as the
Customer does not expressly point out before the check, das element may assume that all data of the
Customer, with which das element can come into contact, are secured.
6.6. Customer undertakes in the context of his damage minimization obligation that also in case of faulty
use of the Software, failure or unauthorized access to the Software (e.g. by hackers) no damage
avoidable by the Customer occurs.
6.7. It is the Customer’s responsibility to back up the installation files required for a new installation of the
Software and the respective License Files.
6.8. Failures of the Customer with regard to the cooperation duties of the Customer according to this
License Agreement (in particular this Section 6) lead to a release for das element from its
corresponding performance obligations for the duration of the failure and are charged to the Customer
as contributory negligence.
6.9. Customer shall provide all cooperation duties at its own expense and in accordance with the Licensing
Agreement, in good time and good order. For this purpose, Customer shall only use sufficiently
qualified personnel to provide cooperation.
- Violation of Customer’s material contractual obligations
7.1. If the Customer or a user authorized by the Customer violates a material contractual obligation of the
Customer, which includes in particular the obligations according to Section 6, das element is entitled at
its own discretion to prohibit the further use of the Software for the duration of the continuing violation.
The Customer remains obliged to pay the full License Fee during the prohibition or restriction. das
element can demand from the customer the delivery of a penalty-containing cease-and-desist
declaration, if this is suitable according to reasonable estimation by das element in the particular case,
in order to prevent a repetition of the violation.
7.2. In case of breach of a Customer’s material contractual obligation, das element is entitled to claim from
the Customer reasonable liquidated damages, which may be determined by das element and
reviewed by the Customer in court regarding the reasonableness, unless the Customer is not
responsible for the breach. The Parties reserve the right to prove that a higher, lower or no damage at
all has actually occurred.
7.3. All further claims and rights to which das element is entitled in case of a violation of Customer’s
material contractual obligations remain unaffected.
- Term and termination
8.1. The Licensing Agreement is concluded for the period of time as agreed within the acceptance of das
element of the Customer’s order according to Section 1.2, starting with and including the month of the
beginning of the right to use according to Section 2.1 (the “Initial Term”) as well as any Renewal Term
and shall end upon termination in accordance with the following provisions (the “Term”).
8.2. After the initial term, the Licensing Agreement shall automatically be extended by twelve (12) months
periods (each a “Renewal Term”), unless the Licensing Agreement is terminated by either Party by
giving by a one (1) month termination notice prior to the end of the Initial Term or a Renewal Term, as
the case may be.
8.3. The right of each Party to terminate the Licensing Agreement for good cause shall remain unaffected.
Customer shall, however, not be entitled to terminate for good cause pursuant to Section 543 (2)
sentence 1 no. 1 BGB, unless the restoration of the contractual use of the Software is deemed to have
8.4. If the Customer continues the use of the Software after the Term, the contractual relationship shall not
be deemed extended contrary to § 545 BGB.
8.5. Any termination notice must be in written form or in text form to be valid.
8.6. As soon as termination of the Licensing Agreement becomes effective, Customer must immediately
stop using the Software and make sure that the License Server does not authorize any further use of
the Software. Unless otherwise indicated by das element, Customer shall not be imposed to delete the
Software from his computers and infrastructure. Customer’s right to use the Software according to
Section 3 shall be changed into a perpetual right to keep a copy of the Software on its infrastructure
but excluding the further right to use, make use or allow others to use the Software. As soon as a new
valid License File has been implemented into the License Server, the Customer’s right to use the
Software shall be changed back to the scope as agreed in Section 3.
- Default of the Customer
9.1. If the Customer is in default with a not insignificant part of the License Fee, das element is entitled to
terminate the License Agreement completely or partially without notice for an important reason. A
deadline or warning is not necessary in this case. Section 543 para. 2 no. 2 and 3, para. 3 BGB
9.2. As far as das element terminates the License Agreement extraordinarily in cases of Section 9.1 or
Section 8.3, das element is entitled to retain the already prepaid License Fee as well as the License
Fee, with which the Customer is in delay, as a lump-sum compensation, respectively to demand
payment. The Parties reserve the right to prove that actually a higher, lower or no damage has
9.3. If das element does not terminate the License Agreement in the cases of Section 9.1, das element
may prohibit the further use of the Software by the Customer until the full payment of the outstanding
License Fee plus accrued default interest. Section 7 applies accordingly.
9.4. All further claims and rights to which das element is entitled in cases of Section 9.1 remain unaffected.
- Warranty and defects
10.1. Das element warrants that the Software functions in accordance with the agreed specification (Section
2.2), provided the Technical Requirements are fulfilled by Customer. However, das element does not
warrant that the Software is suitable for a particular purpose, unless such suitability is expressly
warranted in the Documentation.
10.2. In case of defects, §§ 535 et seq. BGB shall apply with the provision that das element’s liability without
fault for defects existing at the time of conclusion of the Licensing Agreement pursuant to § 536a para.
1, 1st alt. BGB shall be excluded.
10.3. The Customer may report support questions as well as malfunctions of the Software by way of a ticket
system, via e-mail or by way of remote desktop connection directly to Customer’s server via the
contact channels provided by das element. Customer is obligated to inform das element immediately
about detected defects of the Software. In doing so, the Customer will provide to das element hints for
the problem analysis within the scope of what is reasonable for Customer and forward to das element
all information available to the Customer and necessary for the elimination of the defect. Section 536c
paragraph 2 BGB applies.
10.4. Support questions and defect reports will be accepted and processed by das element from Monday to
Friday between 8:00 and 17:00 (CET), with the exception of public holidays at the seat of das element,
as well as the exceptions of December 24 and 31.
10.5. das element will provide its support to remove defects of the Software within the scope of its agreed
warranty obligations by providing the Customer with patches provided with installation instructions, by
informing the Customer about them and by offering the Customer telephone support for the solution of
any installation or implementation problems that may occur, or by showing a work around, as far as
this is reasonable for the Customer taking into account the effects of the defect and the circumstances
of the shown work around. To the extent this cure to the defect by providing a patch or a work around
fails, das element is entitled to perform the support measures at its discretion on the premises of the
Customer or by remote access. The Customer has to create the technical conditions for this at his
premises according to the specifications of das element free of charge.
10.6. Warranty claims of the Customer due to Software defects are subject to the reproducibility of the
10.7. If the contractual use of the Software by the Customer is impaired due to property rights of third
parties, das element may remedy the defect by, at its own discretion, either
a) providing the Customer with the rights necessary for the use; or
b) modifying the Software in such a way that property rights of third parties are not further infringed by
the contractual use by the Customer without impairing essential functions of the Software.
If, in the opinion of das element, neither of the two aforementioned variants can be realized with
economically feasible effort, das element is entitled to the complete or partial extraordinary termination
of the License Agreement without notice.
10.8. The rights of the Customer due to defects of the Software are excluded, as far as the Customer makes
or allows others to make changes to the Software without consent of das element, unless the
Customer proves that the changes do not have any effects on analysis and/or defect removal which
are unreasonable for das element. The rights of the Customer due to defects of the Software remain
unaffected, provided that the Customer is entitled to make changes, in particular within the scope of
the exercise of the right of self-remedy according to § 536a para. 2 BGB and these changes have
been carried out professionally and documented comprehensibly.
10.9. If the Customer asserts claims for defects against das element, although there is no defect of the
Software, the Customer is obliged to reimburse das element for the expenses and costs incurred
thereby, unless the Customer is not responsible for the unjustified warranty claim.
10.10.For claims for damages based on defects of the Software, Section 13 applies.
- Software Updates and Upgrades
11.1. das element will inform the Customer in due time that a new program version of the Software is
available for download. New minor versions of the Software (e.g. version numbers 1.0, 1.1, 1.2 etc.)
and other Updates are part of das element’s provision obligations and fully paid by the License Fee.
New major versions and other Upgrades require respective additional accepted order according to
11.2. Unless otherwise agreed, there will be no automated installation of the new Software version at the
Customer. It is the Customer’s responsibility to install the new Software version. If necessary, the
Customer may request support by das element.
11.3. das element’s warranty obligations according to Section 10 are limited to the ac
tually offered major
version and the minor versions of the Software as they are actually available in the Online Shop at the
time of the defect notification.
- Third party rights
12.1. Should a third party assert an infringement of rights by the Software or their use by Customer,
Customer shall notify das element immediately in text form or in written form.
12.2. das element will provide reasonable assistance to Customer in the defense against such third party
claims and provide Customer with relevant information. das element’s obligation to remove defects in
title according to Section 9 remains unaffected.
- Limitation of liability
13.1. das element shall be liable without limitation in cases of intent, gross negligence and for culpable
injury to life, body or health.
13.2. Without prejudice to Section 13.1, in cases of slight negligence, das element shall only be liable for
breaches of material contractual obligations, i.e. obligations whose fulfilment is essential for the proper
performance of the Licensing Agreement or whose breach jeopardizes the achievement of the
purpose of the Licensing Agreement and on whose compliance Customer may regularly rely on. In
these cases, das element’s liability is limited to the typical contractual damage foreseeable at the time
of conclusion of the Licensing Agreement. Das element’s unrestricted liability pursuant to section 13.1
13.3. Beyond Section 13.1 and Section 13.2, das element shall not be liable for slight negligence.
13.4. In case of loss or unreadability of data, das element is liable for damages caused by it only up to the
amount of the restoration costs from a regular and timely data backup to be expected from the
13.5. The above limitations of liability shall not apply to das element’s liability under the German Product
Liability Act (ProdHaftG) or within the scope of guarantees given by das element in writing.
13.6. Section 13 also applies in favor of das element’s personnel, representatives, organs and vicarious
- Force Majeur
In case of force majeure events such as war, riots, forces of nature, fire, strike, epidemic, pandemic,
lockouts, sabotage by third parties or similar, including governmental and legislative measures issued
in connection with the force majeure event, das element is not responsible for any delay or nonperformance
of its contractual obligations. If an event of force majeure lasts longer than one (1)
month, both Parties are entitled to terminate the License Agreement for cause. In this case, there shall
be no claims for compensation or damages.
- Changes to the Software or the terms and conditions
15.1. das element is entitled to adapt the Software as well as the terms and conditions of the License
Agreement at any time during the Term also within existing contractual relationships due to changed
technical conditions, further developments of applications and software or technical progress, as far as
basic functionalities and essential features of the agreed services and Software remain unchanged.
15.2. das element will inform the Customer in writing about such changes according to Section 15.1 at least
one (1) month before the planned coming into force. From the expiry of the deadline the changes are
considered as effectively agreed, unless the Customer objects within one (1) month from receipt of the
notification and continues to use the Software after the expiry of the objection period. In case of an
objection, the contractual relationship is continued at the previous conditions. In case of an objection,
das element is entitled to terminate the License Agreement with a notice period of one (1) months to
the end of the month. In the notice of change das element will inform the Customer about the right of
objection and the consequences.
15.3. Notwithstanding the regulations according to Section 15.2, das element is entitled to adjustments of
the License Fee in each case only for future periods after expiry of the Initial Term or the agreed
Renewal Term with a written notice of two (2) months to the end of the respective Term. In this case
the Customer has the right to terminate the License Agreement in writing with a notice period of one
(1) month to the end of the respective Term.
15.4. das element is also entitled to offer the Customer free of charge as well as new services and products.
das element may change, extend or discontinue services and products that das element offers free of
charge – if applicable in addition to basic functionalities or other paid services or products – at any time
and without prior notice.
16.1. The Parties shall treat confidential all confidential information which they receive or otherwise obtain in
the course of the cooperation under this Licensing Agreement (“Confidential Information”). For the
avoidance of any doubt, the term Confidential Information includes, without limitation, trade secrets of
a Party, the Enhancement Models, information marked or expressly designated as “confidential”,
information a reasonable person would deem as confidential, and the terms of the Licensing
16.2. The Parties shall (i) use Confidential Information only for the purpose of the Licensing Agreement, (ii)
give access only to its employees and subcontractors who need to have access for this purpose and
who entered into similar confidentiality obligations, (iii) not pass it on to third parties, and (iv) protect it
against unauthorized access or use by third parties.
16.3. No confidentiality obligation shall apply to information that
a) are already known by, or in the possession of the receiving Party prior to receipt of any Confidential
Information from the other Party;
b) are in the public domain or enter the public domain through no wrongful act of the receiving Party;
c) have been developed by a Party independently from Confidential Information received from the
16.4. The confidentiality obligations under Section 16.1 and 16.2 shall not apply if and to the extent that
disclosure of Confidential Information is required by mandatory statutory provisions or as ordered by a
court or legal supervisory authority, and if the receiving Party has informed the other Party in writing
about the respective obligation without undue delay.
16.5. The Party providing Confidential Information shall remain the vested holder of such information. Any
received documents as well as any copies of Confidential Information shall be returned or destroyed
without undue delay upon termination of the Licensing Agreement.
16.6. For each case of culpable infringement of this Section 16, the infringing Party shall undertake to pay a
reasonable penalty to be set by the other Party and in the event of dispute, to be reviewed by the
16.7. This Section 16 shall remain in force for a period of five (5) years after termination of the Licensing
17.1. das element may give Customer the opportunity to provide information, suggestions, proposals and
other feedback regarding the Software, e.g. on its functionality, usability and user-friendliness
17.2. By providing Feedback to das element, Customer grants das element in Feedback, which is protected
under intellectual property rights, the non-exclusive, perpetual (permanent), unlimited, worldwide,
irrevocable, right and license to review, evaluate, use, copy, modify, and otherwise exploit Feedback
for any purpose at das element’s sole discretion in any known or unknown way of exploitation. This
particularly includes the right and license of das element to use Feedback for modifications,
improvements and further developments of the Software, as well as for developing new products or
services. This also includes the right to reproduce, edit, combine with further information, and to
distribute, transfer and sublicense Feedback to third parties, and implement and exploit Feedback in
any shape or form.
17.3. Customer shall ensure that Feedback provided to das element does not include any personal data.
- Governing law and place of jurisdiction
18.1. The Licensing Agreement as well as all rights, claims or obligations arising from or in connection with
the Licensing Agreement are subject to the laws of the Federal Republic of Germany. The United
Nation Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
18.2. The exclusive place of jurisdiction for all disputes arising from or in connection with the Licensing
Agreement shall be Munich, Germany.
- Final provision
19.1. The Licensing Agreement, including the Annexes, constitutes the entire agreement between the
Parties in respect of the subject matter.
19.2. Any modifications of and amendments to the Licensing Agreement or any waiver of one or more
provision of this Licensing Agreement shall be made in text form or writing in order to become
effective; the same shall apply to any modifications to this form requirement itself.
19.3. Customer may only set off claims against das element under this Licensing Agreement with
undisputed, legally established claims or claims ripe for adjudication which arise in connection with
this Licensing Agreement, and may only exercise a right of retention based on such claims.
19.4. Unless expressly agreed otherwise, the place of performance for any and all obligations arising from
or in connection with the Licensing Agreement shall be at das element’s place of business.
19.5. Customer may not assign or transfer claims or rights under this Licensing Agreement. Section 354a
German Commercial Code (HGB) remains unaffected.
19.6. Should individual provisions of the Licensing Agreement be or become invalid, this shall not affect the
validity of the remaining provisions. The Parties shall endeavor to replace the invalid provision with a
valid provision which comes as close as possible to the meaning and economic purpose of the invalid
provision and the will of the Parties. The same applies to unintentional gaps.
Annex 1 – Description of Software
das element provides several versions of the software with different functionalities and limitations which are described in this document:
– graphical user interface (GUI) edition with the full set of functionalities
– GUI edition with a very reduced set of functionalities to browse previously created libraries
– command line software (without GUI) that tries to return a prediction of tags for a given media file
das element standard
das element standard library is a software that helps you to organize your digital media assets. Its focus is on media files like images, movie files and sequences of images.
The User (Customer) can create multiple library setups, configure render templates and ingest files into folder structures. The machine learning feature helps the User with the process of tagging media files (elements).
das element standard allows the User to create so called “libraries” that are a combination of a database and configuration file. Both files are not encrypted or de/encoded. The User can edit the data by using any preferred software that is able to open the data formats.
The render templates allow the User to create previews (proxy files) of the provided media file from the User. The render templates are provided with presets. The User can change and modify the render templates based on the Users needs.
The User can define the naming convention and folder structure of how files are stored on disk or a network storage. Preset files for a predefined setup are provided.
The User can load media files into a list that will preview what will be ingested. The User can manually define tags and a category that describe the content of the media file. Predefined tags are provided by the software. The User can manually create custom tags. The tags and category are used later on to search and filter elements from the libraries databases.
The process of ingest is: register the media file (element) in the database and, depending on the render template configuration, the source media will be moved, copied, transcoded on the file system or any other custom command line operation that the User defined.
The software provides a predefined set of database types that the User selected during creation of a library. The software will create entries in a database that hold information about the element that got ingested. This includes but is not limited to: media source file path, media resolution, media file path on the file system, etc.
The User can get a preview of registered elements in the database by using the software. This is a combination of collecting data from the database and the preview media files from disk or network storage. The software allows a User to search for categories, tags or filter for other parameters that are registered in the database.
das element lite
das element lite is a software that is used by the User to browse the element library. It has a reduced set of functionalities. For example, no machine learning feature, no pipeline configuration and no ingest features.
The User can load/unload prepared library files. The User can use the user interface to search for elements that are registered in the database for the loaded libraries. The User can open the folder location for each element. The configuration of permission should be performed by the Users system administrator and is not provided by the software.
das element cli
das element CLI is the command line version that returns a prediction of tags for a given media file.
das element CLI is a command line software without a graphical user interface (GUI) that takes a given file path from the user and tries to predict the visual content of a media file like image data, movie data or a sequence of image data based on a machine learning model. If a file path to a folder/directory is provided, the software tries to find valid media files in that folder and sub-folders.
The support of movie files that are encoded in a so called “raw-format” from a given camera manufacturer are not guaranteed because a manufacturer might use a file format that needs to be licensed for usage.
The classification algorithm is based on the learning of visual features. The categories are defined for each model version by the Vendor and outputs a so called “tag” for a certain media data. The further processing of these tags into e.g. a database is not part of the software.
machine learning model
The machine learning model is a pre-trained machine learning model provided by the software vendor.
There is no guarantee for a correct classification of a media file. The predictions are an approximate assumption about the visual content that a given media file might contain. In some cases the result might seem like a bogus assumption for a human user. The reason is the technology used for the prediction of a media file.
Annex 2 – Technical Requirements
The technical system requirements to run the software on a client computer are described in the table at this link:
License Server for floating license
The client must provide a dedicated license server in their local network. The license server requires to run RLM 12+ server software. The RLM server is a third-party software product that is made available free of charge to the client.
The RLM server must either be installed on a physical machine or a virtual machine (VM) in the clients local network. Instructions on how to install and configure the RLM license server is provided in the documentation.
Annex 3 – OSS Components and licenses terms
das element uses modules or libraries from Open Source projects (OSS).
The full list of modules, libraries and license terms will be provided with each downloaded version of the software.
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