Adam Hall QUESTRA®
This End User License Agreement (hereafter: the “Agreement”) is concluded between Adam Hall GmbH, Adam-Hall-Strasse 1, 61267 Neu-Anspach, Germany, represented by CEO Alexander Pietschmann and COO Markus Jahnel (hereinafter: “Adam Hall, Licensor, Company”) and the Licensee (hereinafter: “Licensee, You”).
Adam Hall has developed a SaaP solution software installation package (MSI) called QUESTRA® for business purposes. Upon installation You will receive 3 (three) applications: QUESTRA®, QUESTRA Panels and the Update Manager, which can be installed and used optionally/independently of each other (hereafter: the “Software”). The Software is provided free of charge as a download on the internet (so far available on the websites ld-systems.com and adamhall.com).
QUESTRA® is provided exclusively for the MS Windows operating system. It currently offers the possibility to configure and control audio and lighting products via a network.
QUESTRA Panels (or Q-Panels) is provided for Windows, Android and iOS and is a freely designable Remote Control. You can choose from generic control elements, such as sliders, knobs, buttons, etc. and display elements such as level meters, texts, graphics, etc. to create an individual Graphical User Interface (GUI).
The Update Manager allows user to update firmware on its own products e.g. IPA (Installation Power Amp).
The following terms and conditions shall apply exclusively. Deviating, conflicting or supplementary agreements, in particular any general terms and conditions of the Licensee, as well as collateral agreements, shall not apply unless their validity is expressly acknowledged by the Company in writing.
2. Subject Matter
The Company shall make the Software permanent available to the Licensee through licensing free of charge. Adam Hall provides You with the Software free of charge for download, install and use on your own devices subject to the terms and conditions of this Agreement.
Even if the Software is currently offered free of charge, Adam Hall reserves the right to offer paid versions with a free trial or to offer only paid versions of the Software in the future.
You are responsible for ensuring the required technical conditions for the use of the Software and the compatibility of the Software and its functions with your individual hardware and software equipment. You can find a system recommendation from Licensor under the following link:
Further services (e.g. maintenance, support) are not subject of the service obligations of Adam Hall.
The Company provides the Software on an as-is and as-available basis and without warranty of any kind, whether express, implied or statutory, including but not limited to warranties of merchantability, quality, fitness for a particular purpose, non-infringement or accuracy.
The Company reserves the right to extend or change the Software in its functions and scope of application in the future versions.
Adam Hall is not obliged to provide maintenance and service related to the Software, as well as to further developed versions.
Adam Hall will not provide You with a copy of the source code of the Software. In particular, Licensee shall have no claim to the surrender of the source code of the Software or the continued existence of individual functionalities of the Software.
3. Scope of license and its restrictions
Adam Hall grants You a revocable, non-exclusive, non-transferable, limited right to download, install and use the Software for the duration of this Agreement, strictly in accordance with the terms of this Agreement. No more extensive rights to use the Software are granted to Licensee.
The Software itself, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company.
You are not entitled to license and to grant rights to sublicense and to transfer any and all rights to the Software in whole or in part to third parties. It is solely for your personal, non-commercial purpose. You explicitly commit not to:
- License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party.
- Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Software.
- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Software.
Adam Hall is entitled to further develop and update the Software and to use and exploit any such developed version for its own reasons. Insofar as the Company undertakes new versions, updates, upgrades or similar with regard to the Software during the term, the above rights shall also apply to these.
4. Software Updates
The Company may from time to time provide enhancements or improvements to the features/functionality of the Software, which may include patches, bug fixes, updates, upgrades and other modifications.
As far as Adam Hall offers software updates of this existing Software, this is done on a voluntary basis. You have no claim to the provision of updates other than those required by law. The Company is entitled to change the way it provides updates via Update Manager at any time.
If Adam Hall informs the Licensee about the provision of updates, this may be done directly via the Update Manager.
It is Your responsibility to download the Update Manager to grant the information about updates or ensure that any updates are installed. If an update is not installed, full functionality of the respective Software may not be guaranteed. You may not derive any rights from a malfunction of the respective software based on outdated Software.
5. Duty to cooperate, Submission of Content
Licensee is responsible for providing the system environment according to the requirements of the respective Software component from section 1 General and Licensor’s system recommendation.
You may only use the Software® on a device that You own or control.
The Licensee shall take the necessary precautions to prevent the use of the Software® by unauthorized persons.
You undertake to observe applicable law (e.g. criminal law, competition law and the law on the protection of minors) when creating and using your own content and not to infringe the rights of third parties (e.g. rights to a name, trademark, copyright and data protection).
You undertake vis-à-vis the Company that any content posted on the Software® will not violate applicable law or morality, neither by its content nor by its form. The same applies to the setting of external links. In particular, it is strictly forbidden to distribute the content that involves, depicts or contains:
- false, dishonest, private and/or untrue statements/information;
- the promotion of racism;
- the glorification of violence and extremism of any kind;
- calls and incitements to criminal acts and violations of the law, threats against life, limb or property;
- provocations and incitements against persons or companies;
- Statements that violate personal rights, slander, defamation and defamation of Users and third parties, as well as violations of the law of fair dealing;
- copyright infringing content or other infringements of intellectual property rights;
- sexual harassment of Users and third parties;
- offensive, insulting, sexist, obscene, vulgar, abusive or disgusting materials and language;
- religious proselytizing
- Nazism or any such content that could be associated to the idea of National Socialism.
Content protected by copyright may only be included verbatim in contributions without the consent of the rights holder within the scope of the applicable quotation law. Quotations are to be marked by highlighting using the quotation function and indicating the source. This applies in particular to the following:
- the use of software, scripts or databases in connection with the use of the Software®;
- the automatic reading, blocking, overwriting, modifying, copying of data and/or other contents, as far as this is not necessary for the proper use of the Software®;
- the distribution and/or public reproduction of any content of the Software® without the consent of the Company.
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether any content is appropriate and complies with this Agreement or not, refuse or remove any content. The Company further reserves the right to make formatting edits and change the manner of any content. The Company can also limit or revoke the use of the Software® if You post such objectionable content.
If updates are to be installed, the Licensee must install the Update Manager provided free of charge (see section 5 Software Updates).
If third parties potentially assert their own rights and they pursue these, then Licensor has the right to defend the Software against the third party rights claimed. Licensee shall inform Licensor in writing without delay of the claiming of such rights by third parties and shall give Licensor all powers of attorney and authorisations which are necessary in order to defend the Software against the third party rights claimed.
You shall cooperate to the best of your ability in defending Adam Hall® against rights asserted by third parties. Both, You and the Company, shall inform each other without delay if they become aware that third parties are asserting infringements.
The Licensor shall not be liable for any infringement of third party rights by the Licensee if and to the extent that such infringement results from a breach of the rights of use and duties to cooperate granted under this Agreement. In this case, the Licensee shall indemnify the Licensor upon first request against all claims of third parties and shall in particular bear the costs arising therefrom.
The Company is only liable without limitation for intent and gross negligence according to §§ 516, 521 ff. BGB, in the event of breach of a contractually granted warranty and in accordance with the Product Liability Act.
The Company shall only be liable to the extent set forth above for the use of the Software with its own products of Adam Hall. The Licensor expressly assumes no liability for the use or functionality of the software with third-party devices.
This limitation of liability shall also apply in favour of Adam Hall's vicarious agents.
8. Contractual Term; Termination of the Agreement
This Agreement runs for an indefinite time.
The Company is entitled to terminate the contractual relationship by extraordinary termination for good cause. Good cause shall be deemed to exist for Adam Hall® in particular if you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Software and all copies thereof from your device or from your computer.
Upon termination of this Agreement, You shall cease all use of the Software and delete all copies of the software from your device.
Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
Even after termination of the agreement by notice, the provisions of this contract serving the protection of the respective other party shall apply.
9. Changes to the Agreement
The Software can be subject to further development. In particular, Adam Hall may further develop and supplement the available functions and usage formats. The further development of the Software may require changes to these terms of the Agreement in the future. Adam Hall is therefore entitled to make changes or additions to these for the future, insofar as these are necessary in order to take into account changes or additions to the Software or in order to close any regulatory gaps that may cause not inconsiderable difficulties in the execution of the Agreement. Changes made after the conclusion of the Agreement must not put the Licensee at a disadvantage compared to his position at the time of the conclusion of the Agreement. The Licensee shall be notified of any changes or amendments in text form at least six weeks before they are to take effect.
10. Final Provisions
Any amendments and supplements to this Agreement shall be made in writing.
The invalidity of individual provisions of this Agreement shall have no effect on the validity of the remaining parts thereof. In this case You and Adam Hall® undertake to agree an effective provision that comes closest to the commercial purpose of the void provision. This shall apply accordingly in the event of any gaps in this Agreement.
This Agreement is exclusively governed by the laws of the Federal Republic of Germany with the exclusion of United Nations Convention on Contracts for the international Sale of Goods (CISG).
If you are a merchant (as defined in the German Commercial Code), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship shall be Adam Hall®’s registered office in D-61267 Neu-Anspach. However, Adam Hall® is also entitled to bring an action at the general place of jurisdiction of the user.