These General Terms and Conditions (GTC) govern the provision and use of the visualization software shapeXT (hereinafter referred to as the “Software”). The Software is intended exclusively for academic research institutions, institutes, businesses, and legal entities (B2B). Entering into a contract with consumers is excluded.

§ 1 Subject Matter of the Contract and Intended Use

  1. The subject matter of the contract is the time-limited licensing of the Software for visualizing structural and research data in academic and industrial chemistry, including the right to continue using older versions after the regular license period expires (Perpetual Fallback License).

  2. The Software is designed exclusively for professional and scientific use (B2B). The Software may not be used for private purposes. No private data of the user that is unrelated to their professional activity may be stored on the systems on which the Software is deployed.

  3. The Software is designed exclusively as a visualization and post-processing tool for chemical structural and research data on standard workstation computers in an office or laboratory office environment (intended use). It is expressly not intended for the real-time control, monitoring, or regulation of laboratory equipment, spectrometers, measuring instruments, or other safety-critical experimental setups. Using the Software on control, measurement, or evaluation computers that are directly connected to laboratory equipment, spectrometers, or measuring instruments (control computers of third-party devices) is not part of the intended use and constitutes a breach of contract, regardless of whether such dual use is common practice in everyday laboratory or institute operations. The user undertakes to communicate this intended purpose to, and ensure compliance by, all persons who are granted access to the Software within their organization (e.g., employees, research assistants, doctoral candidates, student assistants).

  4. The user must ensure that system resources are not overloaded by excessive datasets. Loading, saving, or generating extremely large files (e.g., larger than 1 GiB) may cause the system to freeze or the program to crash and does not constitute intended use.

  5. The aforementioned intended purpose is additionally displayed to the user with the same core message during the installation routine and in the Info/About dialog of the Software in order to transparently document the contractually presupposed use and nature of the Software.

§ 2 System Requirements and User Obligations to Cooperate

  1. The error-free operation of the Software is guaranteed exclusively for the operating systems officially supported at the time the contract is concluded (currently: Windows 11, macOS 15+, Debian 13, or Ubuntu 24.04).

  2. The user undertakes to deploy the Software exclusively on operating systems that are still actively provided with security updates by the respective OS manufacturer. Use on so-called End-of-Life systems is expressly prohibited.

  3. The user shall ensure that the latest graphics card drivers and operating system updates are installed at all times to guarantee system stability.

  4. Backup Obligation: The Software is provided “AS IS”. The user undertakes to create backup copies of their data and research results at regular intervals appropriate to the risk (at least daily during active use) in order to prevent damage from potential data loss.

  5. If the user deploys the Software on unsupported, outdated, or unapproved operating system or driver configurations contrary to paragraphs 1 to 3, this may be taken into account as contributory negligence within the scope of statutory provisions (Section 254 of the German Civil Code – BGB) when assessing any claim for damages.

§ 3 Grant of License, Perpetual Fallback, and Usage Restrictions

  1. The user acquires the right to use the Software for the agreed period (1 to 3 years) and to receive all available updates, upgrades, and support services during this time.

  2. Perpetual Fallback License: Upon expiration of the paid license term, the user acquires the right to continue using the last version of the Software made available to them for an unlimited period.

  3. Usage Restrictions: The user is prohibited from decompiling, disassembling, or reverse engineering the Software (in whole or in part). The only exceptions to this are mandatory statutory limitations (e.g., to achieve interoperability pursuant to Section 69e of the German Copyright Act (UrhG)). Any circumvention of license protection is strictly prohibited.

§ 4 Software Lifecycle, End-of-Life (EoL), and Security Updates

  1. Further development, bug fixing, and the provision of security updates for a specific major release of the Software are carried out for a maximum period of 5 years from the date of its initial release.

  2. Guaranteeing security patches beyond this period is not possible for technical reasons (obsolescence of build systems, discontinuation of support for underlying libraries and operating systems).

  3. Upon expiration of this 5-year period, the respective Software version reaches its End-of-Life (EoL). Continued use of older versions under the Perpetual Fallback License after reaching EoL is at the user’s own risk. From this point onward, the provider no longer assumes any guarantee for the security of the legacy Software.

  4. Irrespective of paragraphs 1 to 3, the “End of Support” for the respective provided version within this contractual relationship already occurs upon expiration of the update and support period booked by the user (1 to 3 years pursuant to § 3.1): from this point onward, the provider will no longer provide functional or security-related updates for the version in question unless the user books an extension of the update and support services. The provider shall publish the respective End-of-Support date for each major release in a suitable form accessible to the user (e.g., customer portal or contract documentation) in due time before the end of the contract. The user is aware and acknowledges that continuing to operate a no longer updated Software version under the Perpetual Fallback License entails considerable and growing security and stability risks over time that are no longer counteracted by updates. A breach of the resulting duties of care on the part of the user (e.g., continued productive use despite known, unpatched security vulnerabilities) may be taken into account as contributory negligence within the scope of Section 254 BGB.

§ 5 Limitation of Liability

  1. The provider is liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, body, or health. By law, liability under the German Product Liability Act (ProdHaftG) does not apply to Software provided in intangible form as a non-corporeal object (Section 2 ProdHaftG) or due to the lack of intended private use or consumption in B2B transactions (Section 1 (1) sentence 2 ProdHaftG); insofar as mandatory statutory liability under the ProdHaftG should nevertheless apply in an individual case, this remains unaffected pursuant to Section 14 ProdHaftG.

  2. In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), the provider’s liability is limited to the foreseeable damage typical for this type of contract. Liability for the loss of data is limited to the typical recovery effort that would have been incurred if the user had created backup copies regularly and in accordance with the risk (pursuant to § 2.4).

  3. Subject to paragraphs 1 and 2, any further liability—in particular for indirect damages, lost profits, loss of use of laboratory equipment, or the loss of scientific data due to system instabilities caused by overloading (pursuant to § 1.4)—is excluded. The same applies, likewise subject to paragraphs 1 and 2, to damages resulting from the continued use of the Software on End-of-Life operating systems or after expiration of the update and support period pursuant to § 4.4; in this respect, the provider may also invoke contributory negligence on the part of the user pursuant to Section 254 BGB.

§ 6 Force Majeure

  1. Neither party shall be liable for any failure or delay in performing its contractual obligations (with the exception of the user’s payment obligations) insofar as such failure or delay is attributable to circumstances beyond its reasonable control (Force Majeure).

  2. Force Majeure includes, in particular, war, warlike conditions, terrorism, natural disasters, pandemics, industrial disputes, official or governmental orders (e.g., embargoes, sanctions), as well as unforeseeable, severe, and widespread failures of telecommunications networks, power supplies, or hosting and cloud infrastructures.

  3. The contractual obligations of the affected party shall be suspended for the duration of the disruption plus a reasonable start-up period. If the Force Majeure event continues uninterrupted for longer than three (3) months, either party is entitled to terminate the contract in writing with respect to the unfulfilled portion. Claims for damages are excluded in this case.

§ 7 Final Provisions and Severability Clause

  1. Applicable Law: The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of laws provisions (private international law).

  2. Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the provider’s registered place of business, provided that the user is a merchant, a legal entity under public law, or a special fund under public law.

  3. Written Form: Amendments and supplements to this contract must be made in writing. This also applies to any waiver of this written form requirement.

  4. Severability Clause: Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part after conclusion of the contract, the validity of the remaining provisions shall not be affected thereby. In place of the invalid or unenforceable provision, the relevant statutory provisions shall apply (Section 306 (2) BGB). The same applies in the event that these GTC contain an unforeseen gap.