Licensing Regulations

for the TRAINPLAN® Series Educational Software and its constituents, by SCHMITT Business Consulting, Ltd., as of 29 June 2007

1. Scope of this agreement

The goods and services of SCHMITT Business Consulting, Ltd. are subject to the following licensing regulations. Conditions of the contracting party that are contrary to or divergent from the General Terms and Conditions / Terms of Service and Licensing Regulations of SCHMITT Business Consulting, Ltd., are explicitly excluded. The contract party’s transmission of rights and liabilities from the contract requires the written consent of SCHMITT Business Consulting, Ltd. These licensing regulations take effect with the purchasing contract; they are explicitly agreed to by breaking the security seal on the CD-ROM.

2. Subject of the agreement

2.1. The subject of the contract encompasses the entire content of files, Internet services, CD-ROMs or other media, as well as the goods and services related to these contents, including computer information and software of SCHMITT Business Consulting, Ltd., or its subcontractors, digitized images, inventory photographs, clip art, audio, and other artistic works and files as well as the included written documentations were delivered based on these General Terms and Conditions / Terms of Service and Licensing Regulations.
2.2. As long as the licensee(s) agree(s) to the contract, SCHMITT Business Consulting, Ltd., warrants to them a non-exclusive license for the usage of the software in accordance with the purposes described in the documentation and in the license agreement.
2.3. Third-party products contained in the software may be subject to different Terms and Conditions. Information regarding these aspects can be found in the documentation of the respective product and its constituents.
2.4. The term “software” furthermore encompasses all upgrades, modified versions, updates, as well as supplements of the software licensed by SCHMITT Business Consulting, Ltd.
2.5. The term “usage“ refers to accessing, installing, downloading, copying, or otherwise making use of the software’s functions according to the written documentation.
2.6. The term “permitted number of copies“ refers to (1) one single-trainer license, unless this has been set forth in another valid license contract (e.g., library license, distribution and trade-partner license, company license) by SCHMITT Business Consulting, Ltd.
2.7. The term “buyer” refers to the individual or corporate person or entity that has ordered one TRAINPLAN® copy from SCHMITT Business Consulting, Ltd. If the buyer is not the licensee, the buyer is not authorized to use TRAINPLAN® according to the General Terms and Conditions / Terms of Service and Licensing Regulations of SCHMITT Business Consulting, Ltd.
2.8. The term “licensee“ refers to the individual or corporate person or entity to whom or which the complete TRAINPLAN® documents have been licensed by SCHMITT Business Consulting, Ltd. If the licensee orders TrainPlan® from SCHMITT Business Consulting, Ltd., he or she is considered to be the buyer as well at the same time.
2.9. The types of licenses that are to be described in detail in the following are provided by the TRAINPLAN® software as produced by SCHMITT Business Consulting, Ltd. The respective license is to be taken from the license certificate supplied along with the CD-ROM. This license certificate remains the property of SCHMITT Business Consulting Ltd. and may not be copied or otherwise reproduced.

3. General scope of usage and guidelines for the usage of software and images

3.1. The usage rights take effect once the invoice including the license fee as well as the usage and service fee is paid in full. Payment for the program(s) including extra costs and the legal value-added tax is due in full upon receipt of the goods at the latest. Receipt of the goods is considered to be the acceptance of the goods by the buyer.
3.2. SCHMITT Business Consulting, Ltd., cannot assume any warranty for the capacity of the software or the work results achieved during usage.  
3.3. SCHMITT Business Consulting, Ltd., does not guarantee that the software performs according to the intended purposes and demands of the purchaser or that it is compatible with other programs used by the purchaser.
3.4. Furthermore, SCHMITT Business Consulting, Ltd., does not assume any liability for the compilation, the contents, or possible educational results achieved by using or employing the software. The usage and appropriate selection, as well as the consequences of employing the software, and their intended or actual results, remain the sole responsibility of the buyer.
3.5. Neither the buyer nor the licensee are authorized to make copies of the software. Should a CD cease to function properly during the time the current TRAINPLAN® version is on sale, a replacement can be ordered free of charge. Shipping and handling costs are at the expense of the buyer / licensee. Please see SCHMITT Business Consulting, Ltd.’s General Terms and Conditions / Terms of Service for details.
3.6. The licensee has no claim to trademarks / brand patents concerning data constituents or parts thereof.
3.7. TRAINPLAN® products contain clip arts and illustrations – henceforth to be termed images – which are the property of SCHMITT Business Consulting, Ltd. As a licensee of these products, the licensee is authorized to use and adapt these images as well as employ them solely for educational or presentational purposes under observation of the restrictions which are explained in detail below. It is forbidden to use these images for creating tasteless, obscene, or amoral images or to distribute or sell them as one’s own photographs, clip arts, or others.
3.8. Upon usage and processing of the images in electronic format, the basic resolution must not be larger than 1024 x 768 pixels.
3.9. Upon usage and processing of the images online or in multimedia applications, the basic resolution must not be larger than 800 x 600 pixels. Furthermore, a notification must be included stating that the templates must neither be saved nor downloaded and are only to be used for demonstration purposes.
3.10. Furthermore, the following rules are to be observed for both cases concerning the usage of images that are the property of SCHMITT Business Consulting, Ltd:
3.10.1.1. The images are used for demonstration purposes only.
3.10.1.2. SCHMITT Business Consulting, Ltd., is explicitly quoted as the source.
3.10.1.3. The images do not represent a significant portion of the content.
3.10.1.4. The images are not used for a product that resembles any product of SCHMITT Business Consulting, Ltd., or that constitutes a product of a competitor of SCHMITT Business Consulting, Ltd.
3.11. Sales of scripts The scope of this agreement encompasses the gainful sale of scripts for participants of the licensee’s own seminars.  

4. License type: Single-trainer license

The licensee of a single-trainer license is an individual, self-employed / free-lance trainer offering educational events in his or her own name or that of others, on his or her own account, or an instructor at an educational facility, or a single private user.
4.1. This license authorizes the licensee to employ TRAINPLAN® contents as follows:
4.2. Editing, printing, and license-free reproduction of the participants’ scripts exclusively for the licensee’s seminar participants.
4.3. Editing, printing, and usage of trainer transparencies exclusively for the conduction of own seminars, with the distribution of transparencies for third-party usage except for the seminars on the account of the licensee being prohibited.
4.4. Usage of the installed software on a main as well as on a home computer. However, the software must not be used on the main and on the home computer at the same time.
4.5. Usage of all trainer tools for seminar preparation, conduction, and post-processing.
4.6. Inventory data must not be passed on or distributed individually if they constitute the actual value of the product being distributed. Inventory data must not be used for materials violating the intellectual property of third parties or for materials that are in any way illegal.
4.7. The licensee is not authorized to rent, lease, sublicense, or loan the software, in whole or in part, in any way, or to authorize the copying of the software to another user’s computer.
4.8. No educational, advance, sample, review, or other copies may be transferred, sold, or distributed in any other way.
4.9. Usage of TRAINPLAN® with the intent to generate profits.
4.10. No person other than the licensee is authorized to employ the TRAINPLAN® version or contents licensed to the licensee.  

5. License type: Multi-trainer license

Licensees of the multi-trainer license are training companies, trainer institutes, and trainer associates conducting educational events in their own name or that of others, on their own account or that of others. The multi-trainer license is restricted to a single location with a maximum of 10 trainers / users.
5.1. This license authorizes the licensee to employ TRAINPLAN® contents as follows, per location and user:
5.2. Editing, printing, and license-free reproduction of the participants’ scripts exclusively for the licensee’s seminar participants.
5.3. Editing, printing, and usage of trainer transparencies exclusively for the conduction of own seminars, with the distribution of transparencies for third-party usage except for the seminars on the account of the licensee being prohibited.
5.4. Usage of the installed software on a maximum of 10 computers of the licensee. Usage on home computers is prohibited.
5.5. Usage of all trainer tools for seminar preparation, conduction, and post-processing.
5.6. Inventory data must not be passed on or distributed individually if they constitute the actual value of the product being distributed. Inventory data must not be used for materials violating the intellectual property of third parties or for materials that are in any way illegal.
5.7. The licensee is not authorized to rent, lease, sublicense, or loan the software, in whole or in part, in any way, or to authorize the copying of the software to another user’s computer.
5.8. No educational, advance, sample, review, or other copies may be transferred, sold, or distributed in any other way.
5.9. Usage of TRAINPLAN® with the intent to generate profits.
5.10. No person other than the licensee is authorized to employ the TRAINPLAN® version or contents licensed to the licensee.  

6. License type: Company license

Licensees of the company license are companies and public authorities using TRAINPLAN® exclusively for company-internal trainings within their own enterprise are conducted by employees of the own organization without the intent to generate profits. The company license is restricted to a single location and up to a maximum of 100 employees / users. In this case, users are company trainers, seminar participants, or employees using the participants’ script – also as a computer file – in the context of e-learning events or for self-reference.
6.1. This license authorizes the licensee to employ TRAINPLAN® contents as follows, per location and user:
6.2. Editing, printing, and license-free reproduction of the participants’ scripts exclusively for seminar participants from the licensee’s own company.
6.3. Editing, printing, and usage of trainer transparencies exclusively for the conduction of own seminars only with seminar participants from the licensee’s own company.
6.4. Usage of the installed software on multiple computers: On each computer with a TRAINPLAN® installation, the software may only be used by the licensee.  
6.5. Inventory data must not be passed on or distributed individually if they constitute the actual value of the product being distributed. Inventory data must not be used for materials violating the intellectual property of third parties or for materials that are in any way illegal.
6.6. The licensee is not authorized to rent, lease, sublicense, or loan the software, in whole or in part, in any way, or to authorize the copying of the software to another user’s computer.
6.7. No educational, advance, sample, review, or other copies may be transferred, sold, or distributed in any other way.
6.8. All trainer tools must exclusively be used for preparing, conducting, and post-processing own seminars with seminat participants from the licensee’s own company.  
6.9. The licensing regulations stated herein are valid for trainers of the licensed company who work with TRAINPLAN®. No individual outside the licensed company is authorized to use the TRAINPLAN® version licensed to the company, or contents thereof. The number of employees is not only determined by means of information provided by the licensee, but also through known figures from registers and publications.  

7. License type: Library license

7.1. This license authorizes the main licensee to lend the bought and licensed TRAINPLAN® version out free of charge, provided TRAINPLAN® has credibly been acquired for a library or similar facility. However, no educational, beta, sample, review, or other copies may be transferred, sold, or distributed in any other way. The person borrowing the licensed TRAINPLAN® version obtains all rights included in the single trainer license type for the duration of the lease.  
7.2. Upon termination of the lease, all rights included in the single trainer license type are forfeited. Therefore, the borrower immediately has to erase all TRAINPLAN® data from all data carriers and to destroy all printouts or return them to the lender, with the exception of those printouts that have been made available to seminar participants.  

8. License type: Distribution and trade partner license

This license authorizes distribution and trade partners of SCHMITT Business Consulting, Ltd., to use the version licensed to them for marketing and demonstration purposes. The following approaches are authorized:
8.1. Editing, printing, and license-free reproduction of the participants’ scripts for marketing and demonstration purposes.
8.2. Editing, printing, and usage of trainer transparencies for marketing and demonstration purposes.
8.3. Usage of all trainer tools for marketing and demonstration purposes.
8.4. The licensee is not authorized to rent, lease, sublicense, or loan the software, in whole or in part, in any way, or to authorize the copying of the software to another user’s computer.
8.5. Educational, beta, sample, review, or other copies may be created and presented for marketing and demonstration purposes.

9. Intellectual property and corporate patents

9.1. The software and its constituents obtained by the licensee by means of the respective license are the intellectual property of SCHMITT Business Consulting, Ltd.
9.2. Structure, organization, and code of the software constitute valuable corporate secrets and confidential information of SCHMITT Business Consulting, Ltd.  
9.3. The TRAINPLAN® brand is a registered brand and trademark.
9.4. The licensee and / or buyer undertakes not to alter, translate, or adapt the software in any way. The licensee and / or buyer also agrees not to decompile, disassemble, or reverse engineer, or to use other means to extract the software’s source code.  
9.5. All information provided by SCHMITT Business Consulting, Ltd., or obtained by the licensee in accordance with the contract may only be used for the purpose stated herein, may not be made accessible to third parties, and may not be used to create other software essentially resembling the original software.  

10. Legal ownership

The legal purchase of the product merely constitutes the ownership of the data carrier that has been used in recording the software. It does not constitute any ownership of the software rights. All publishing, copying, editing, and processing rights of the software are expressly reserved by SCHMITT Business Consulting, Ltd.

11. Contract duration

11.1. The licensing duration is one year, starting with the date of the order, and automatically extends for another year if the usage contract is not terminated in due time 3 months prior to its expiration. Additionally, the legally signed usage and cease-and-desist statement must be on hand at this time.
11.2. In the event of a serious breach of the contract by the licensee, the usage rights of the licensee are rendered invalid automatically and without termination. In particular, serious breaches of the contract are constituted by the unauthorized copying and distribution of protected contents or other violations of the usage conditions.  
11.3. Upon termination of the usage rights for whatever reasons, the licensee undertakes to return or destroy, without delay, all original diskettes or CD-ROMs, including all modified copies as well as pertinent materials.
11.4. Throughout the duration of the contract, the licensee is entitled to receive support during the normal business hours of SCHMITT Business Consulting, Ltd.  

12. Updates / Program changes

12.1. SCHMITT Business Consulting, Ltd., is entitled to compile software updates and program changes at its own discretion without prior notice.  
12.2. SCHMITT Business Consulting, Ltd., might offer possible updates to the licensee which may be purchased for applicable fees.  
12.3. Updates of a TRAINPLAN® version are only possible to the next higher version.

13. Damages

The buyer / licensee is held liable for all damages including monetary damages and damages through copyright violations that SCHMITT Business Consulting, Ltd., incurs due to violating the conditions of this contract.  

14. Place of execution and judicial district

Upon being contacted by SCHMITT Business Consulting, Ltd., or its proxies, the licensee hereby undertakes to irrevocably and unequivocally prove and confirm within thirty (30) days that the usage of any software produced by SCHMITT Business Consulting, Ltd., was in compliance with the conditions of SCHMITT Business Consulting, Ltd., at the time of the inquiry. The main business location of SCHMITT Business Consulting, Ltd., is the place of execution. For all present and future claims from business connections with merchants, action is to be taken exclusively at the court responsible for SCHMITT Business Consulting, Ltd.’s area of business.

15. Reservation of ownership

SCHMITT Business Consulting, Ltd., reserves the ownership to the goods delivered until the payments for the good are settled in full by the licensee and / or buyer.

16. Salvational clause

Should one or more of the conditions defined in this contract become invalid in whole or in part, the validity of the remaining conditions shall not be affected. Invalid conditions shall be replaced with new regulations which are legally valid and most closely resemble the invalidated condition as well as its intended effect. German law shall apply and the German original General Terms and Conditions / Terms of Service shall be the authoritative version.

These Licensing Regulations and General Terms and Conditions / Terms of Service shall supersede and replace all previous declarations, assurances, notifications, or advertising statements concerning the software.
TRAINPLAN®
Educational Media and Publishing Products
SCHMITT Business Consulting, Ltd.
Dachdeckerstraße 12 / Gewerbegebiet Kiesäcker
97297 Würzburg-Waldbüttelbrunn
GERMANY