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EULA

Parties

Licensor: [SOFTWARE PROVIDER], a [LEGAL ENTITY TYPE] incorporated under the laws of [JURISDICTION], with its registered office at [REGISTERED ADDRESS], registration number [REGISTRATION NUMBER], represented by [AUTHORIZED REPRESENTATIVE] (the “Licensor“).

Licensee: Any individual, corporation, partnership, or other legal entity that downloads, installs, accesses, or otherwise uses the open source software components provided with the Virtual Event Platform, who by such use agrees to be bound by the terms of this Agreement (the “Licensee” or “User“).

The Licensor has developed and operates a Virtual Event Platform that enables users to host, participate in, and manage virtual events and related activities.

As part of the Virtual Event Platform, the Licensor provides certain open source software components that enhance the functionality and user experience of the platform.

The open source software components are governed by various open source licenses and are made available to Users in accordance with the terms of such licenses and this Agreement.

The Licensor wishes to clarify the terms and conditions under which Users may access, use, modify, and distribute the open source software components in connection with the Virtual Event Platform.

This Agreement establishes the legal framework governing the relationship between the Licensor and Users regarding the open source software components, while preserving the rights and obligations set forth in the applicable open source licenses.

Users acknowledge that their use of the Virtual Event Platform may involve interaction with both proprietary platform features and open source software components, each subject to different licensing terms.

Agreement means this End User License Agreement, including any amendments or modifications made in accordance with its terms.

 

Applicable Open Source License means the specific open source license(s) under which the Open Source Software is distributed, including but not limited to GPL, MIT, Apache, or BSD licenses.

 

Derivative Work means any work that is based upon or derived from the Open Source Software, including modifications, adaptations, translations, or other alterations.

 

Documentation means any user manuals, technical documentation, installation guides, and other materials provided by the Licensor relating to the Open Source Software or Platform.

 

Intellectual Property Rights means all intellectual property rights worldwide, including copyrights, trademarks, patents, trade secrets, and moral rights.

 

Open Source Software means the software components made available under open source licenses as part of or in connection with the Platform.

 

Personal Data has the meaning set forth in the General Data Protection Regulation (GDPR) and applicable German data protection laws.

 

Platform means the Virtual Event Platform operated by the Licensor, including all associated services, features, and functionality.

 

Software means both the Open Source Software and any proprietary software components of the Platform.

 

Third Party means any person or entity other than the Licensor and Licensee.

 

Virtual Event means any online event, meeting, conference, webinar, or similar activity hosted or facilitated through the Platform.

Subject to the terms and conditions of this Agreement and the Applicable Open Source License, the Licensor hereby grants to the Licensee a non-exclusive, worldwide license to use, copy, modify, and distribute the Open Source Software in accordance with the rights and obligations set forth in the respective Applicable Open Source License.


The rights granted in clause 2.1 are conditional upon the Licensee’s compliance with all terms and conditions of the Applicable Open Source License governing each component of the Open Source Software.


Where the Open Source Software is provided as part of the Platform, the Licensee may:


access and use the Open Source Software through the Platform’s interface and functionality;


download, copy, and use the Open Source Software in accordance with the Applicable Open Source License; and


create Derivative Works of the Open Source Software, provided such works comply with the Applicable Open Source License.


The Licensee may distribute the Open Source Software and any Derivative Works thereof, provided that:


all distribution complies with the requirements of the Applicable Open Source License;


all copyright notices, license texts, and attribution requirements are preserved; and


any modifications are clearly identified and documented as required by the Applicable Open Source License.


Nothing in this Agreement restricts or limits any rights granted to the Licensee under the Applicable Open Source License, and in the event of any conflict between this Agreement and the Applicable Open Source License, the terms of the Applicable Open Source License shall prevail with respect to the Open Source Software.


The license granted herein does not extend to any proprietary components, features, or services of the Platform that are not part of the Open Source Software.

The Open Source Software is licensed to Licensee under the terms of the respective Applicable Open Source License governing each component of the Open Source Software.


Where there is any conflict between the terms of this Agreement and the terms of an Applicable Open Source License with respect to the Open Source Software, the terms of the Applicable Open Source License shall prevail to the extent of such conflict.


Licensee acknowledges and agrees that:
The rights granted under each Applicable Open Source License are independent of and in addition to any rights granted under this Agreement.


Licensee’s use, modification, and distribution of the Open Source Software must comply with all terms and conditions of the respective Applicable Open Source License.


Any Derivative Work of the Open Source Software created by Licensee shall be subject to the terms of the Applicable Open Source License governing the original Open Source Software.


Licensee shall:


Retain all copyright notices, license texts, and attribution requirements specified in the Applicable Open Source License when using or distributing the Open Source Software.


Provide appropriate notice to recipients of any Open Source Software or Derivative Work regarding the applicable licensing terms.


Make available the source code of any Open Source Software or Derivative Work when required by the Applicable Open Source License.


Licensor makes no warranties regarding the Open Source Software beyond those expressly provided in the respective Applicable Open Source License.


A complete list of Open Source Software components and their respective Applicable Open Source Licenses is made available through the Platform’s documentation or upon written request to Licensor.

The rights granted under this Agreement are subject to and limited by the terms of the Applicable Open Source License governing each component of the Open Source Software.


Licensee shall not use the Open Source Software or Platform in any manner that violates applicable German law, European Union regulations, or international legal obligations.


Licensee is prohibited from using the Open Source Software or Platform for any of the following purposes:


Illegal activities, including but not limited to fraud, money laundering, terrorism financing, or distribution of illegal content.


Activities that infringe upon Third Party Intellectual Property Rights or violate privacy rights of individuals.


Distribution of malware, viruses, or other harmful code through the Platform or Open Source Software.


Attempts to gain unauthorized access to the Platform, other users’ accounts, or related systems and networks.


Licensee shall not reverse engineer, decompile, or disassemble any proprietary components of the Platform that are not part of the Open Source Software.


Any collection, processing, or storage of Personal Data through use of the Open Source Software must comply with the General Data Protection Regulation (GDPR) and applicable German data protection laws.


Licensee shall not interfere with or disrupt the integrity, security, or performance of the Platform or the Open Source Software.


Licensee may not remove, alter, or obscure any copyright notices, license terms, or other proprietary markings from the Open Source Software or related Documentation.


Use of the Open Source Software for creating competing Virtual Event platforms is permitted under the Applicable Open Source License terms, but such use shall not include access to Licensor’s proprietary Platform features or services.

The Open Source Software is licensed to Licensee under the terms of the Applicable Open Source License, and all Intellectual Property Rights in such Open Source Software remain with the original copyright holders as specified in the respective license terms.


Licensor retains all Intellectual Property Rights in the Platform, including but not limited to the proprietary software, user interface, branding, trademarks, and Documentation, except for the Open Source Software components.


Licensee acknowledges that the Applicable Open Source License governs all rights and obligations with respect to the Open Source Software, including rights to use, modify, distribute, and create Derivative Works.


Any modifications, enhancements, or Derivative Works created by Licensee based on the Open Source Software shall be subject to the terms and conditions of the Applicable Open Source License.


Licensee shall comply with all attribution, copyright notice, and other requirements specified in the Applicable Open Source License when using, modifying, or distributing the Open Source Software.


Licensor makes no claim to ownership of any content, data, or materials uploaded, created, or generated by Licensee through use of the Platform, except where such content incorporates Licensor’s proprietary Intellectual Property Rights.


Licensee shall not use Licensor’s trademarks, trade names, service marks, or other identifying marks without prior written consent, except as necessary for proper attribution under the Applicable Open Source License.


Third Party Intellectual Property Rights embedded in or used by the Open Source Software remain the property of their respective owners and are subject to the terms of the Applicable Open Source License.


Nothing in this Agreement shall be construed to grant Licensee any rights in the Platform’s proprietary components beyond those expressly granted herein or to restrict rights granted under the Applicable Open Source License.

The parties acknowledge that the use of the Platform and Open Source Software may involve the processing of Personal Data as defined under the General Data Protection Regulation (EU) 2016/679 (“GDPR“) and the German Federal Data Protection Act (Bundesdatenschutzgesetz – “BDSG“).


Data Controller Responsibilities: Where the Licensee acts as a data controller in connection with Personal Data processed through the Platform or Open Source Software, the Licensee shall ensure compliance with all applicable data protection laws, including but not limited to obtaining necessary consents, providing required privacy notices, and implementing appropriate technical and organizational measures.


Licensor as Data Processor: To the extent the Licensor processes Personal Data on behalf of the Licensee in connection with the Platform services, the Licensor shall act as a data processor and shall process such Personal Data only in accordance with documented instructions from the Licensee and applicable data protection laws.


Open Source Software Data Processing: The Licensee acknowledges that when using, modifying, or distributing the Open Source Software, the Licensee may become solely responsible for any Personal Data processing activities conducted through such software, and the Licensor shall have no liability or responsibility for such processing.


Data Subjects’ Rights: Each party shall, within their respective roles and responsibilities, assist in ensuring that data subjects can exercise their rights under applicable data protection laws, including rights of access, rectification, erasure, restriction, portability, and objection.


Data Security: Both parties shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data, including measures against unauthorized access, alteration, disclosure, or destruction.


Data Retention: Personal Data shall be retained only for as long as necessary for the purposes for which it was collected, unless a longer retention period is required or permitted by law.


International Data Transfers: Any transfer of Personal Data to countries outside the European Economic Area shall be conducted in accordance with Chapter V of the GDPR and include appropriate safeguards.


Data Protection Officer: Where required by law, each party shall appoint a Data Protection Officer and provide contact details to facilitate communication regarding data protection matters.


Cooperation with Supervisory Authorities: Each party shall cooperate with competent supervisory authorities in the performance of their tasks and comply with any lawful requests or orders from such authorities.


Data Breach Notification: Each party shall notify the other party without undue delay upon becoming aware of any personal data breach that may affect the other party’s obligations under applicable data protection laws.

  1. License Compliance
    1. Licensee shall comply with all terms and conditions of the Applicable Open Source License governing each component of the Open Source Software.
    2. Licensee shall preserve all copyright notices, license texts, and attribution statements included with the Open Source Software.
    3. When distributing or making available any Open Source Software or Derivative Work, Licensee shall include all required notices and make available the corresponding source code as required by the Applicable Open Source License.
  2. Platform Usage
    1. Licensee shall use the Platform and Open Source Software solely for lawful purposes and in accordance with this Agreement.
    2. Licensee shall not interfere with or disrupt the Platform’s operation or compromise its security, availability, or performance.
    3. Licensee shall maintain the confidentiality and security of any access credentials provided for the Platform.
  3. Data Protection
    1. Licensee shall comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
    2. When processing Personal Data through the Platform or Open Source Software, Licensee shall implement appropriate technical and organizational measures to ensure data security.
    3. Licensee shall obtain all necessary consents and provide required notices for any Personal Data processing activities.
  4. Security and System Integrity
    1. Licensee shall implement reasonable security measures to protect against unauthorized access, use, or disclosure of the Open Source Software and Platform.
    2. Licensee shall promptly notify Licensor of any suspected security vulnerabilities or breaches involving the Open Source Software or Platform.
    3. Licensee shall not attempt to reverse engineer, decompile, or disassemble any proprietary components of the Platform.
  5. Legal Compliance
    1. Licensee shall comply with all applicable German and European Union laws and regulations in connection with the use of the OpenSource Software and Platform.
    2. Licensee shall ensure that any Virtual Event conducted using the Platform complies with applicable broadcasting, telecommunications, and content regulations.
    3. Licensee shall not use the Open Source Software or Platform for any illegal, harmful, or prohibited activities.
  6. Modifications and Contributions
    1. Any modifications to the Open Source Software shall be clearly documented and made available under the same Applicable Open Source License terms.
    2. Licensee may contribute improvements or modifications back to the open source community in accordance with the relevant project’s contribution guidelines.
  7. Reporting and Documentation
    1. Licensee shall maintain accurate records of its use, modification, and distribution of the Open Source Software.
    2. Upon reasonable request, Licensee shall provide Licensor with information necessary to verify compliance with this Agreement and Applicable Open Source Licenses.

The Licensor shall use commercially reasonable efforts to maintain the availability of the Platform, but does not guarantee uninterrupted or error-free access to the Platform or the Open Source Software.


The Licensor may perform scheduled maintenance, updates, or modifications to the Platform at any time, which may temporarily affect the availability or functionality of the Open Source Software.
The Licensor shall provide reasonable advance notice of planned maintenance that may significantly impact Platform availability, except in cases of emergency maintenance.


Support for the Open Source Software is provided on an “as-is” basis in accordance with the terms of the Applicable Open Source License, and the Licensor assumes no obligation to provide technical support, bug fixes, or updates specifically for the Open Source Software components.


Any support provided by the Licensor relates solely to the integration and operation of the Open Source Software within the Platform environment and does not extend to general support for the Open Source Software itself.


Users acknowledge that the Open Source Software may be modified, updated, or replaced by the Licensor without prior notice as part of Platform improvements or maintenance.


The Licensor reserves the right to discontinue or modify any Open Source Software component at any time, provided that such discontinuation does not violate the terms of the Applicable Open Source License.


Users are responsible for maintaining their own backups of any modifications or derivative works they create based on the Open Source Software.

  1. Subject to the mandatory provisions of German law, the Licensor’s liability for damages arising out of or in connection with this Agreement, the Platform, or the Open Source Software shall be limited as set forth in this Section 9.
  2. The Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, or business interruption, regardless of the theory of liability and whether or not the Licensor has been advised of the possibility of such damages.
  3. The Licensor’s total aggregate liability for all claims arising out of or relating to this Agreement, the Platform, or the Open Source Software shall not exceed the amount of fees paid by the Licensee to the Licensor in the twelve (12) months preceding the event giving rise to the liability, or EUR 1,000, whichever is greater.
  4. The limitations set forth in this Section 9 shall not apply to:
    1. liability for intentional misconduct or gross negligence (Vorsatz oder grobe Fahrlässigkeit);
    2. liability for personal injury or death;
    3. liability under mandatory statutory provisions, including but not limited to the German Product Liability Act (Produkthaftungsgesetz);
    4. liability for breach of fundamental contractual obligations (wesentliche Vertragspflichten), provided that in such cases liability shall be limited to foreseeable damages typical for this type of contract.
  5. The Open Source Software is provided “as is” without warranty of any kind, and the Licensor disclaims all warranties and conditions with respect to the Open Source Software to the maximum extent permitted by the Applicable Open Source License and applicable law.
  6. The Licensee acknowledges that the Open Source Software may contain components developed by Third Parties, and the Licensor shall not be liable for any defects, errors, or damages arising from such Third Party components beyond the scope of the Applicable Open Source License.
  7. Any claims for damages must be asserted within one (1) year from the date the Licensee became aware or should have become aware of the circumstances giving rise to the claim, unless longer periods are mandated by statutory law.

Licensee Indemnification Obligation. The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from the Licensee’s use of the Open Source Software or Platform, to the extent such claims arise from: (i) the Licensee’s breach of this Agreement; (ii) the Licensee’s violation of applicable laws or regulations; (iii) the Licensee’s modification or distribution of the Open Source Software in violation of the Applicable Open Source License; or (iv) the Licensee’s negligent or intentional misconduct.


Scope Limitations. The indemnification obligation in clause 10.1 shall not apply to claims arising from: (i) the Licensor’s intentional misconduct or gross negligence; (ii) defects in the unmodified Open Source Software as provided by the Licensor; (iii) the Licensor’s breach of applicable data protection laws; or (iv) intellectual property infringement claims related to the original Open Source Software components.


Consumer Exemption. If the Licensee is a consumer within the meaning of German consumer protection law (Verbraucherschutzrecht), the indemnification obligations under this section shall not apply, except for claims arising from the Licensee’s intentional violation of this Agreement or applicable law.


Notice and Cooperation. The Licensor shall promptly notify the Licensee of any claim subject to indemnification and shall provide reasonable cooperation in the defense of such claim. The Licensee shall have the right to control the defense and settlement of any indemnified claim, provided that no settlement shall be made without the Licensor’s prior written consent if it would impose obligations on the Licensor.


Proportionality. Any indemnification obligation shall be limited to amounts that are reasonable and proportionate to the Licensee’s degree of fault and the damages directly caused by the Licensee’s actions or omissions.

This Agreement may be terminated by either party at any time with or without cause by providing thirty (30) days’ written notice to the other party.


Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fourteen (14) days after receiving written notice of the breach.


The Licensor may terminate this Agreement immediately without notice if the Licensee violates any Applicable Open Source License terms or uses the Open Source Software in a manner that could expose the Licensor to legal liability.


Upon termination of this Agreement, the Licensee’s right to access and use the Platform shall cease immediately, but the Licensee’s rights under the Applicable Open Source Licenses for the Open Source Software shall continue in accordance with the terms of such licenses.


Termination of this Agreement shall not affect any rights or obligations that have accrued prior to the effective date of termination.


Upon termination, the Licensee shall immediately cease using the Platform and shall delete or destroy all copies of any proprietary Documentation and materials provided by the Licensor, except for the Open Source Software which remains subject to its Applicable Open Source License.


The Licensee may retain copies of any Personal Data or content created or uploaded by the Licensee to the extent necessary to comply with legal obligations or legitimate business purposes.


The provisions of this Agreement relating to limitation of liability, indemnification, intellectual property rights, governing law, and dispute resolution shall survive termination of this Agreement.

The Licensee shall comply with all applicable laws, regulations, and legal requirements in connection with the use of the Open Source Software and the Platform, including but not limited to German federal and state laws, European Union regulations, and international treaties to which Germany is a party.


The Licensee shall ensure full compliance with the General Data Protection Regulation (EU) 2016/679 and the German Federal Data Protection Act (Bundesdatenschutzgesetz) when processing Personal Data through or in connection with the Open Source Software and Platform.


The Licensee acknowledges and agrees to comply with all applicable export control laws and regulations, including but not limited to the German Foreign Trade and Payments Act (Außenwirtschaftsgesetz) and EU dual-use export control regulations, when using, modifying, or distributing the Open Source Software.


The Licensee shall respect and comply with all Intellectual Property Rights of Third Parties and shall not use the Open Source Software in any manner that infringes upon such rights.


The Licensee shall strictly adhere to the terms and conditions of each Applicable Open Source License governing the Open Source Software components and shall not violate any obligations or restrictions set forth therein.


When hosting or participating in virtual events through the Platform, the Licensee shall comply with all applicable telecommunications laws, broadcasting regulations, and industry-specific requirements under German law.


The Licensee shall immediately notify the Licensor in writing of any actual or suspected violation of applicable laws or regulations in connection with the use of the Open Source Software or Platform.


The Licensee acknowledges that compliance with laws and regulations is an ongoing obligation that may require updates to usage practices as legal requirements evolve.

This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law principles.


The parties agree that disputes arising under or relating to the Applicable Open Source Licenses shall be resolved in accordance with the dispute resolution mechanisms, if any, specified in such licenses.


For disputes not covered by clause 13.2, the parties shall first attempt to resolve any dispute through good faith negotiations for a period of thirty (30) days after written notice of the dispute.


If the dispute cannot be resolved through negotiations, either party may initiate mediation proceedings administered by a recognized German mediation institution.


Should mediation fail to resolve the dispute within sixty (60) days of its commencement, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Germany.


The place of jurisdiction shall be the registered seat of the Licensor, unless otherwise required by mandatory German law.


All proceedings shall be conducted in the German language, unless both parties agree otherwise in writing.


Each party shall bear its own costs and expenses in connection with any dispute resolution proceedings, unless otherwise awarded by a court or arbitrator.


Nothing in this section shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction to protect its rights or prevent irreparable harm.


This dispute resolution clause shall survive termination of this Agreement.

  1. Entire Agreement
    This Agreement, together with the applicable Applicable Open Source Licenses, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, representations, or proposals, written or oral, relating to such subject matter.
  2. Amendments
    This Agreement may only be amended, modified, or supplemented by a written instrument signed by both parties, provided that such amendments do not conflict with the terms of the Applicable Open Source Licenses.
  3. Severability
    If any provision of this Agreement is held to be invalid, illegal, or unenforceable under German law, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby, and such provision shall be deemed modified to the minimum extent necessary to make such provision valid, legal, and enforceable.
  4. Waiver
    No waiver of any breach of this Agreement shall constitute a waiver of any other breach. No waiver shall be effective unless made in writing and signed by the waiving party.
  5. Assignment
    1. Licensee may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Licensor.
    2. Licensor may assign this Agreement without restriction, provided that any assignee agrees to be bound by the terms hereof.
  6. Notices
    1. All notices required or permitted under this Agreement shall be in writing and delivered by registered mail, certified mail, or email with delivery confirmation.
    2. Notices shall be deemed given when received by the addressee at the address specified in this Agreement or such other address as may be designated by written notice.
  7. Force Majeure
    Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government actions, or network failures, provided that such party uses reasonable efforts to mitigate the effects of such cause.
  8. Electronic Signatures
    This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
  9. Language
    This Agreement has been drafted in English. In case of any translation into German or any other language, the English version shall prevail in case of conflict or ambiguity.
  10. Headings
    The headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
  11. Relationship of Parties
    Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. This Agreement may be executed electronically through the User’s acceptance via the Platform interface, or by written signature below. Electronic acceptance occurs when the User clicks “I Accept,” “I Agree,” or similar confirmation button, or by accessing or using the Open Source Software. Such electronic acceptance constitutes a legally binding agreement under German law equivalent to written signature.
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