THOR/ASGARD License Agreement
§ 1 Subject Matter of this Agreement
(1) This Agreement is a binding contract between you, the Licensee (referred to as
Licensee), and Nextron Systems GmbH (referred to as Nextron) concerning the software
„THOR Incident Response Scanner, SPARK Incident Response Scanner, ASGARD
Management Center and ASGARD Analysis Cockpit“, each consisting of a computer
program, a description of the computer program, operating instructions and other pertaining
written material (hereinafter also referred to simply as „THOR/ASGARD“). The Licensee may
use THOR/ASGARD only for the amount of time the purchased licenses permit.
(2) By using the software, the Licensee is consenting to be bound to this Agreement. You
have no right to use THOR/ASGARD in any way or form before this Agreement is made and
becomes binding between the Parties. Usage of THOR/ASGARD without a valid Agreement
or in violation of the Agreement constitutes a copyright violation that will be prosecuted
nationally and internationally.
§ 2 Limitations
(1) The Licensee is not permitted
a) to change, refine, advance, translate, decompile, reverse-engineer or disassemble
the software THOR/ASGARD without prior written permission of NEXTRON.
b) to create derivative works from THOR/ASGARD or to copy, translate or change the
written material or create derivative works from it.
c) to delete or change the copyright notices on copies of the software THOR/ASGARD.
(2) The Licensee is obliged to use the software THOR/ASGARD only in compliance with all
applicable laws and statutes of all relevant countries in which the software THOR/ASGARD
is used.
(3) The Right Of Use of THOR/ASGARD may be transferred from the Licensee to a third
person only after NEXTRON has agreed to such a transfer in writing and only if the
conditions of this Agreement also apply against the third person. In particular, the
commercial sale of the software THOR, providing it gratis, renting it out or lending it out is
expressly prohibited.
§ 3 Ownership of Rights
(1) The Licensee will acquire the ownership of the data storage device, onto which the
software THOR/ASGARD is saved (insofar as the sale is connected with the transfer of
possession of a data storage device and does not only consist of downloading the software
THOR/ASGARD). The Licensee also shall be granted the limited non-exclusive right to use
the software THOR/ASGARD as it is saved on the acquired data storage device solely for
own personal use (in this Agreement also referred to as “Right Of Use”). No other rights
whatsoever as to the software THOR/ASGARD are granted to the Licensee. In particular, the
Licensee has also no right to get access to the source code of the software THOR.
(2) NEXTRON retains and keeps all publication rights, copy rights, rights to create derivative
works, rights to use and all other rights regarding the software THOR.
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§ 4 Term of the Agreement
(1) The term of the Agreement shall be limited to the amount of time the purchased licenses
permit. The Right Of Use shall automatically end and expire in case the Licensee violates
one or more conditions / provisions of this Agreement.
(2) In case of a culpable violation of this Agreement caused by the Licensee, NEXTRON has
the right to terminate the Agreement without notice.
(3) Once the Right Of Use has expired, the Licensee has the obligation to delete and destroy
the data storage device with the software THOR/ASGARD on it, also all created copies of the
software THOR/ASGARD and all written material pertaining to it. On demand, the Licensee
has the additional obligation to swear under oath and sign a written affidavit before a notary
public that the Licensee has fulfilled the obligation of the first sentence of § 4 (3).
§ 5 Damages etc. in case of a violation of this Agreement
The Licensee has the obligation to compensate NEXTRON for all damages that occur
because of the Licensee’s violation(s) of this Agreement, copyright violation(s) or any other
violations to the detriment of NEXTRON. The Licensee has in addition the obligation to
inform NEXTRON about the nature and the extent of the Licensee’s violations. As for the
rest, the general legal provisions shall apply, also concerning legal remedies (injunctions,
reimbursements etc.).
§ 6 Changes and Updates
(1) NEXTRON has the right to update and change the software THOR/ASGARD at any time
according to its own discretion. NEXTRON has no obligation to provide the Licensee with
updates and changes of the software THOR.
(2) Each and every complementary software code the Licensee is provided with shall be
regarded as part of the software THOR and shall be subject to all provisions in this
Agreement.
§ 7 Warranty
(1) In case the product has any flaws or deficiencies, the statutory provisions concerning
warranty rights shall apply.
(2) NEXTRON informs the Licensee herewith that it is according to the state of the art
impossible to create computer software that works flawlessly with and in all appliances and
combinations.
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§ 8 Limitation of Liability
(1) Out of the reasons mentioned under § 7 (2), NEXTRON shall not be liable for flaws and
deficiencies of the software THOR/ASGARD. In particular, NEXTRON shall not be liable, if the
software THOR/ASGARD does not fulfill and suffice the needs and purposes of the Licensee
or if the software THOR/ASGARD is not compatible with other computer programs. The
Licensee alone is responsible for the right choice and the consequences of the Licensee’s
usage of the software THOR/ASGARD, also for the intended and reached results gleaned
from THOR/ASGARD ’s usage. The same applies to the written and electronic material that
is related to and associated with the software THOR/ASGARD.
(2) The liability of NEXTRON is limited / excluded for such damage that results from death,
bodily harm or damage to health, if this is not based on an intentional or negligent violation
of duties of NEXTRON or an intentional or negligent violation of duties of a legal
representative or an agent of NEXTRON.
(3) The liability of NEXTRON is limited / excluded for all other damage, if this is not based on
an intentional or grossly negligent violation of duties of NEXTRON or an intentional or
grossly negligent violation of duties of a legal representative or an agent of NEXTRON.
(4) In case a third person alleges legal claims against the Licensee that are based on
THOR/ASGARD ’s alleged unauthorized use of the third person’s alleged intellectual
property, then NEXTRON has the right (to the exclusion of any other liability) to do the
following upon NEXTRON’s own discretion and at NEXTRON’s own cost, either:
a) acquiring a license to use the intellectual property of the third person, or
b) changing the parts of the software THOR/ASGARD that allegedly violate the
intellectual property of the third person, or
c) taking back the software THOR/ASGARD and terminating the trial period / the Right
Of Use.
§ 9 Open Code Usage
Open Code is Software that is offered as open source code for general use and that the user
receives rights of use without payment. THOR/ASGARD makes use of Open Code as far as the
respective open code license permits this usage and permits this usage without payment.
THOR/ASGARD contains code under the following licenses:
MIT License: [Link]
CPL License: [Link]
Apache 2.0 License: [Link]
Python License 2.7: [Link]
By clicking on the respective link, the Licensee can find the full license agreements for Open
Code that THOR makes use of: PLEASE BE AWARE: In addition to complying with the
THOR/ASGARD License Agreement, the Licensee must also comply with the license terms
and conditions of the respective owner(s) of the respective Open Code.
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§ 10 Miscellaneous
(1) Applicable Law
The Parties agree that exclusively German law shall be applicable in all legal disputes
between the Parties. CISG, which is part of German law, shall not be applicable.
(2) Jurisdiction
(a) German courts shall have exclusive international jurisdiction in all legal disputes
between the Parties.
(b) The Parties agree that place of performance and jurisdiction within Germany shall be
Frankfurt am Main. Frankfurt am Main shall have exclusive jurisdiction to the extent that this
is legally possible. However, NEXTRON has the right to sue the Licensee alternatively at the
Licensee’s residence / headquarters.
(3) Requirement of the Written Form
Changes of this Agreement are valid only if they are done in written form. The same written
form rule applies to agreements on the annulment of the written form requirement.
(4) Severability Clause
If any provision of this Agreement shall be found invalid or unenforceable, then such
provision shall not invalidate or in any way affect the enforceability of the remainder of this
Agreement. The invalid or unenforceable provision shall be replaced by the Parties with a
valid provision that comes closest to the economic goal of the invalid or unenforceable
provision.
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