OMTCO License and Service Agreement (OLSA)
Version: January 2026
This document is Published by OMT-CO Operations Management Technology Consulting GmbH (OMTCO), a company registered in Munich, Germany. Copyright © 2008–2026 OMTCO and/or its affiliates. All rights reserved.
The current version of the OLSA is available at https://omtco.eu/olsa.
This document is current as of its date of publication and may be changed by OMTCO at any time. Not all offerings are available in every country in which OMTCO operates.
THE INFORMATION IN THIS DOCUMENT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT EXPRESSLY STATED IN THIS DOCUMENT OR REQUIRED BY APPLICABLE LAW THAT CANNOT BE EXCLUDED OR LIMITED BY CONTRACT.
The information contained herein is subject to change without notice and is not warranted to be error-free.
Contact: office@omtco.eu.
1. Universal License Terms
1.1. Applicability
Universal License Terms apply to all Programs licensed through the Agreement.
Programs and related Documentation are provided under the Agreement, contain restrictions on use and disclosure, and are protected by intellectual property laws. Except as expressly permitted under the Agreement or applicable law that cannot be waived, the Licensee shall not use, copy, reproduce, translate, broadcast, modify, create derivative works from, transmit, distribute, disclose, exhibit, perform, publish, make available, or display any part of a Program or Documentation in any form or by any means.
Reverse engineering, disassembly, or decompilation of any Program is prohibited except to the extent required by applicable law for interoperability and only after the Licensee has requested and been denied reasonable information necessary to achieve interoperability.
Acceptance. By downloading, installing, copying, accessing, clicking an accept button, running, loading into memory, or otherwise using a Program, the Licensee agrees to be bound by the Agreement. If an individual accepts on behalf of a Licensee, that individual represents and warrants that they have authority to bind the Licensee. If the individual lacks such authority or does not agree to the terms, they must not download, install, copy, access, accept, run, load, or use the Program and must promptly return or destroy all copies.
1.2. Definitions (Glossary)
Capitalized terms have the meanings set forth below. Technical definitions apply for licensing measurement and interpretation.
1.2.1. Contractual Definitions
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where Control means ownership of more than fifty percent (50%) of the voting interests or the power to direct management.
Agreement means, collectively, the Executable Quote (if any), the Price List, and this OLSA, together with any written amendments signed by both Parties. Order of precedence is set out in this document.
Authorized Use means the licensed scope and level of use for a Program, as specified in the Executable Quote and/or Price List, measured by the applicable metric(s) (for example: Users, Devices, processor cores, Appliances, Subnet /24 IPv4, vCenters, database instances, OSEs, connectors, or other stated metrics).
Confidential Information means non-public information disclosed by one Party to the other that is marked or reasonably understood to be confidential, excluding information that is independently developed, lawfully obtained from a Third-Party without confidentiality obligation, or becomes public without breach.
Current Price means the price shown in the most recent Price List effective on the relevant date.
Documentation means any manuals, specifications, README files, technical materials, or other documents provided with or for a Program.
Effective Use means the actual level of installation, execution, access, or use of a Program by the Licensee, measured using the applicable metric(s).
Evaluation means a time-limited, non-production License granted solely for the purpose of assessing Program functionality, subject to strict usage, duration, and data-destruction obligations.
Evaluation Period means a time-limited period during which the Licensee may evaluate a Program solely for evaluation purposes as set out in the applicable Executable Quote or Program-specific terms. Data and outputs produced during an Evaluation Period must not be used for production or business purposes and must be destroyed at the end of the Evaluation Period unless otherwise agreed in writing.
Executable Quote means a written quotation (including attachments) issued by OMTCO that is accepted by the Licensee and, where required, countersigned by OMTCO, and that may specify Program(s), metrics, Authorized Use, Fees, term, Software Assurance, and any program-specific terms.
Fees means all amounts payable by the Licensee under the Agreement, including charges for Authorized Use, Support, Software Assurance, reinstatement, and any excess use.
Fixed Term means a License granted for a defined and limited duration, after which the License automatically terminates unless renewed in writing.
License means the non-exclusive, non-transferable (except as permitted with restrictions in this document) right to download, install, load into memory, access, and use a Program within the Authorized Use and subject to the Agreement.
Licensee means the entity receiving a License, including its personnel acting on its behalf or for its benefit (employees, contractors, and consultants).
OMTCO means OMT-CO Operations Management Technology Consulting GmbH and any subsidiaries that provide a Program or service under the Agreement.
OMTCO License and Service Agreement (OLSA) or OLSA Program Terms or OLSA Terms means this document and any related Documentation expressly incorporated by reference. The current version of the OLSA is Published on OMTCO’s website, https://omtco.eu/olsa.
Order Date means the date the Licensee accepts an Executable Quote or places a Purchase Order referencing the Executable Quote.
Party or Parties means OMTCO and/or the Licensee.
Patch means a targeted code change applied to a Program to correct security vulnerabilities, defects, or stability issues.
Perpetual License means a License granted for an unlimited duration, limited to the right to install and use the specific Program version released at the time of purchase, without entitlement to future versions unless otherwise expressly stated.
Price List means OMTCO’s listing of Programs, metrics, license types, restrictions, and prices, as amended from time to time. The current version of the Price List is Published on OMTCO’s website, https://omtco.eu/pricelist.
Prior Version means any earlier release of a Program that predates the currently licensed version.
Program means OMTCO-provided software and/or related materials, including machine-readable instructions and data, components, modules, audio-visual content, license keys, and related Documentation, as identified by OMTCO.
Project means a defined deployment scope for licensing purposes consisting of all Licensed Users, Licensed Devices, Licensed Servers, and environments used to deliver one service or business function of the Licensee, as specified in the Executable Quote or Price List.
Published means made publicly available by OMTCO, including by posting on OMTCO’s website at the applicable URL, or by any other public method of publication designated by OMTCO. For purposes of the Agreement, Published does not require individual notice to the Licensee unless the Agreement expressly states otherwise.
Purchase Order means the Licensee’s acceptance of an Executable Quote, including by issuing a purchase order that references the Executable Quote.
Restricted Use means a License limitation under which Program use is confined to specifically authorized personnel, environments, organizations, or conditions as designated by OMTCO.
Restriction means any condition, limitation, or qualification on use of a Program stated in the Agreement or Documentation (for example: environment restriction, named user restriction, location restriction, organization restriction, or technical limitation).
Software Assurance (SA) means an optional service plan for certain Programs that may include Version Upgrade Rights and Technical Support, as specified in the Executable Quote and/or Price List.
Software Assurance Reinstatement or SA Reinstatement or Reinstatement means the act of placing an Authorized Use (which has never been, or is no longer, under Software Assurance) under Software Assurance.
Software Assurance Benefits means the collective benefits made available to the Licensee under active Software Assurance, limited to Authorized Use, including Version Upgrade Rights and Technical Support.
Subscription means a License granted for a limited duration during which the Licensee is entitled to install and use any Program versions released during the subscription period, subject to continued compliance and payment.
Technical Support means SA-based assistance for routine, short-duration installation and code-related usage questions, within the scope defined in this document.
Third-party means any person or entity other than OMTCO or the Licensee.
Update means a modification to a Program that provides functional enhancements, minor improvements, or feature adjustments without constituting an Upgrade.
Upgrade means a newer version of a Program that replaces or supersedes a previously licensed version and may introduce enhanced functionality, performance improvements, or architectural changes.
Version Upgrade Rights means SA-based rights to install and use eligible updates, upgrades, and new releases as described in this document.
Warranty Period means twelve (12) months starting on the date the License is granted, unless otherwise stated in the Executable Quote.
1.2.2. Technical Definitions
Appliance means one or more Programs combined with an operating system and packaged to run on industry-standard hardware or in a virtual environment (hardware or software appliance).
Client OSE (Operating System Environment) means an OSE running a client operating system.
Client or Client Device or Client Environment means a device which is not a Server.
Concurrent Users means Users accessing a Program simultaneously.
Connector means each distinct integration interface between a Program and a distinct Third-Party program or platform; each distinct Third-Party target requires a separate Connector unless otherwise specified.
Container means an environment segregation mechanism (e.g., Docker, Solaris zones, Windows Server containers, Hyper-V containers). Each Container is treated as a single Virtual OSE unless otherwise stated.
External Users means users who are not Internal Users.
Hardware Thread means either a Physical Core or a hyper-thread in a Physical Processor.
Instance means an installed image of a Program created by executing the setup/install procedure or by duplicating an existing Instance.
Internal Users means the Licensee’s and its Affiliates’ employees and on-site contractors/agents acting on their behalf. Remote contractors granted access are considered as Internal Users unless otherwise specified.
Licensed Agreement means the OMTCO License and Service Agreement (OLSA), together with any Executable Quote, Price List, referenced Documentation, and any written amendments or supplements expressly incorporated by reference, which collectively govern the licensing, use, support, and related contractual terms applicable to a Program.
Licensed Device means a single physical hardware system to which a License is assigned. A hardware partition or blade is a separate device.
Licensed Server means a single server dedicated to the Licensee’s use to which a License is assigned, including a hardware partition or blade. Licensed Servers may be hosted by a Third-Party.
Licensed User means a single individual to whom a License is assigned.
Managing an OSE means collecting data about, configuring, discovering characteristics of, or instructing hardware/software directly or indirectly associated with the managed OSE, including discovering IP addresses, ports, services, hardware characteristics, OSE characteristics, installed software, and configuration.
Non-Production Environment means any OSE that is not a Production Environment.
Operating System Environment (OSE) means all or part of an operating system instance (physical or virtual/emulated) enabling separate machine identities or separate administrative rights and the configured applications thereon.
Physical Core means a core in a Physical Processor.
Physical OSE means an OSE running directly on physical hardware. The OSE used to run virtualization software is part of the Physical OSE.
Physical Server means each physical server on which the Program is installed.
Physical Processor means a processor in a physical hardware system.
Production Environment means any OSE running production workloads or accessing production data, or any Physical OSE hosting one or more Virtual OSEs that do so.
Running Instance means an instance of a Program that is loaded into memory and for which one or more instructions have been executed. A Licensee runs an instance of Program by loading it into memory and executing one or more of its instructions. Once running, an instance is considered running, whether its instructions continue to execute, until it is removed from memory.
Server means a physical hardware system capable of running server software. Any device with more than two concurrent users, any device running a server operating system, or any device hosting any virtual OSE is considered a Server.
Single IP means a unique numerical label assigned to each device connected to a computer network that uses the Internet Protocol for communication.
Subnet /24 IPv4 means an IPv4 subnet with a 24-bit routing prefix (up to 256 addresses).
Subnet /16 IPv4 means an IPv4 subnet with a 16-bit routing prefix (up to 65,536 addresses).
Transposition Single Row means each single row in the transposition tables used, i.e. each single value used as a possible entry to be transposed by means of the transposition table.
VCenter means VMware vSphere centralized management tool.
Vendor Operating System Environment (OSE) means all or part of an operating system instance, or all or part of a virtual, or otherwise emulated, operating system instance which enables separate machine identities (primary computer name or similar unique identifier) or separate administrative rights, and instances of applications, if any, configured to run on the operating system instance or parts identified above. A physical hardware system can have one physical OSE and one or more Virtual OSEs.
Virtual Core means a unit of virtual processing power representing one or more Hardware Threads.
Virtual OSE means an OSE configured to run on a virtual hardware system.
1.3. Entire Agreement and Precedence
The Agreement consists of (1) the Executable Quote (if any), (2) the Price List, and (3) this OLSA.
Order of precedence in case of conflict:
(1) Executable Quote (highest),
(2) Price List,
(3) OLSA (lowest).
These documents supersede and replace all prior or contemporaneous oral or written communications about the subject matter.
If no Executable Quote is issued for a purchase, the then Current Price List and OLSA apply.
Excess use. If Effective Use exceeds Authorized Use, the then Current Price List applies to the excess use and this OLSA applies to the full Effective Use.
1.4. Changes to OLSA
OMTCO may modify this OLSA from time to time. Changes to the OLSA are Published by OMTCO, or made available by any other means to the Licensee. The modified OLSA applies to:
(i) new Executable Quotes issued after the modification date; and
(ii) upgrades, updates, patches, or new releases made available after the modification date, to the extent those changes govern such upgraded materials.
For avoidance of doubt, the OLSA version applicable to an Executable Quote is the version effective on the Order Date, unless the Executable Quote states otherwise.
1.5. Miscellaneous
Independent contractor. OMTCO is an independent contractor and not the Licensee’s agent, joint venturer, partner, or fiduciary. OMTCO does not assume responsibility for the Licensee’s regulatory obligations or business operations. Each Party determines the assignment of its personnel and contractors, their direction, control, and compensation.
Delivery (if tangible media). For Programs delivered in tangible form, delivery obligations are fulfilled when OMTCO delivers such Programs to OMTCO’s designated carrier, unless otherwise agreed in writing.
Business contact information. The Licensee authorizes OMTCO and its Affiliates and subcontractors to store and use the Licensee’s business contact information to manage the Parties’ commercial relationship, including delivery of Programs and services.
Third-party rights. No right or cause of action for any Third-Party is created by the Agreement, nor is OMTCO responsible for any Third-Party claims against the Licensee, or any transaction under it, except to the extent OMTCO is legally liable under section Limitation of Liability for (a) bodily injury (including death) or (b) damage to real property or tangible personal property.
Confidentiality. The Parties will not disclose Confidential Information except under a separate written confidentiality agreement or as required by law. Where such a confidentiality agreement exists, it is incorporated by reference and governs Confidential Information exchanged.
Licensee content and regulated data. The Licensee is responsible for obtaining all permissions and rights necessary for any content it provides or makes accessible. The Licensee shall not provide content subject to special regulation or requiring heightened security measures unless OMTCO has agreed in writing to implement such measures.
High-risk use. Programs are not designed or intended for inherently dangerous applications where failure could lead to personal injury. The Licensee is solely responsible for implementing fail-safes, backups, redundancies, and safety measures for any such use.
Reasonable cooperation. Where approval, acceptance, consent, access, cooperation, or similar action is required, it shall not be unreasonably delayed or withheld.
Force majeure. Neither Party is liable for failure to perform due to causes beyond its reasonable control.
No reliance. Each Party agrees it is not relying on statements not expressly set out in the Agreement, including, but not limited to: 1) the performance or function of the Program, other than as expressly warranted in section Warranty and Exclusions; 2) the experiences or recommendations of other Parties; or 3) any output or result that the Licensee may achieve.
Notices. Notices must be in writing and delivered to the Parties’ principal business addresses unless a Party designates another address in writing.
Electronic signature. The Parties consent to electronic execution and transmission of signed documents. Any reproduction of the Agreement made by reliable means is considered an original.
Severability. If any provision is invalid or unenforceable, the remaining provisions remain in effect.
Assignment. Neither Party may assign the Agreement to a Third-Party, in whole or in part, without the other Party’s prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound by the Agreement.
1.6. Payments and Taxes
The Licensee shall pay all Fees stated in the Executable Quote or Price List.
Applicable charges. The Licensee agrees to pay all applicable charges specified by OMTCO, charges for use in excess of authorizations, any customs or other duty, tax, levy, or costs imposed by any authority resulting from the Licensee’s acquisitions under the Agreement, and any late payment Fees. Amounts are due upon receipt of the invoice and payable within thirty (30) days of the invoice date, to an account specified by OMTCO. OMTCO does not give credits or refunds for any prepaid, one-time charges, or other charges already due or paid.
Taxes. Fees exclude taxes, duties, levies, and similar charges, except taxes based on OMTCO’s net income. The Licensee is responsible for all applicable taxes and shall pay them as required by law.
Withholding. If withholding tax is required by law, the Licensee shall: (i) withhold and pay it to the relevant authority, (ii) provide OMTCO a certificate of payment, (iii) pay OMTCO the net amount, and (iv) reasonably cooperate with OMTCO to seek a reduction or exemption.
Payment terms. Invoices are due and payable within thirty (30) days from the invoice date unless otherwise stated in the Executable Quote. Late payments may incur interest at the maximum rate permitted by law. Unless required by law, all Fees are non-refundable once due and payable.
1.7. Transfer
The Licensee may not transfer, assign, sublicense, rent, lease, or otherwise convey a Program or any rights under the Agreement to a Third-Party without OMTCO’s prior written consent.
If OMTCO consents to a transfer, the transferee must agree in writing to be bound by the Agreement. Upon transfer, the transferring Licensee’s License terminates for the transferred Program, and the transferring Licensee must destroy all copies in its possession unless otherwise agreed.
If that Third-Party does not agree to the terms of the Agreement, the Licensee may not transfer the Program. If OMTCO has not given its written approval to the Licensee, the Licensee may not transfer the Program. If the License is terminated for any reason by either Party, the Licensee is prohibited from transferring the Program to a Third-Party. The Licensee may not transfer a portion of the Program, nor of the Program’s Authorized Use. When the Licensee transfers the Program, the Licensee must also transfer a hard copy of the Agreement. Immediately after the transfer, the Licensee’s License terminates. The Party receiving the Program may have to activate the Program and/or the License by registering the Program and/or License by connecting to a remote OMTCO server, such as a License server, and registering a License key with OMTCO. Activation will not be granted if the transfer has not been approved as stated above.
1.8. Warranty and Exclusions
1.8.1. Limited Warranty
OMTCO warrants that during the Warranty Period the unmodified Program, when used in its specified operating environment, will materially conform to the specifications described in the applicable Documentation. This warranty applies only to the current version at the time. The Program’s specifications, and specific operating environment information, can be found in Documentation accompanying the Program, such as a readme file, or in a Publication by OMTCO, such as an announcement letter or technical Documentation or Publication. The Licensee agrees that such Documentation and other Program content will be supplied only in the English language, unless otherwise required by local law without the possibility of contractual waiver or limitation.
This warranty does not apply to: (i) modified Programs, (ii) issues caused by non-compliant environments, Third-Party systems, or misuse, or (iii) beta/evaluation versions unless stated otherwise.
OMTCO does not warrant uninterrupted or error-free operation. The Licensee is responsible for results obtained from use of the Program.
Knowledge. During the Warranty Period, OMTCO provides the Licensee with access to OMTCO knowledge containing information on known Program defects, restrictions, corrections and bypasses – at no additional charge.
Remedy. If the Program does not materially conform during the Warranty Period and OMTCO cannot correct the issue within a reasonable time, OMTCO may, at its option: (a) repair or replace the Program, or (b) refund the Fees paid for the affected Program, upon which the License terminates and the Licensee must destroy all copies.
Services warranty. OMTCO warrants that services provided under the Agreement (if any) will be performed with reasonable care and skill.
Third-party components. Programs may interface with or include third-party components subject to third-party terms. Unless explicitly stated in the Executable Quote, OMTCO does not grant third-party licenses. The Licensee is responsible for complying with third-party terms.
Third-Party content. This Program and Documentation may provide access to or information about content, products, and services from Third-parties. OMTCO is not responsible for, and expressly disclaims, all warranties of any kind with respect to Third-Party content, products, and services unless otherwise set forth in an applicable Agreement between you and OMTCO. OMTCO is not responsible for any loss, costs, or damages incurred due to your access to or use of Third-Party content, products, or services, except as set forth in an applicable Agreement between you and OMTCO. Should any content, products or services from Third-parties become unavailable or unusable, OMTCO is not responsible for and expressly disclaims all warranties of any kind.
1.8.2. Disclaimer and Limitations
Except as expressly stated in section Limited Warranty, and to the maximum extent permitted by applicable law, OMTCO and its licensors disclaim all warranties and conditions, whether express, implied, statutory, or otherwise, including without limitation any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement.
Exclusive warranty. The warranties in section Limited Warranty are the Licensee’s sole and exclusive warranties and replace all other warranties or conditions of any kind.
Mandatory-law carve-out. Some jurisdictions do not permit the exclusion of certain warranties or limitations on their duration. Where such exclusions or limitations are not permitted, the relevant warranty is provided only to the minimum extent required by law and, where permitted, is limited in duration to the Warranty Period. No warranties apply after the Warranty Period to the extent permitted by law.
Rights vary. This warranty gives the Licensee specific legal rights, and the Licensee may have other rights that vary by jurisdiction.
Third-party components. To the extent a Program includes or is provided with third-party code or components, those third-parties provide their code “as is” and disclaim all warranties to the fullest extent permitted by law. This clause does not reduce or limit OMTCO’s express warranty obligations under section Limited Warranty for the unmodified Program, where applicable.
1.9. Licensee Data and Databases
To troubleshoot, OMTCO may request information or access reasonably necessary to diagnose an issue. The Licensee remains responsible for: (i) its data and database content, (ii) security controls (including encryption, access management, and lawful processing), and (iii) backup and recovery.
OMTCO is not obligated to provide such assistance unless OMTCO and the Licensee enter a separate written agreement under which OMTCO agrees to provide said type of support to the Licensee, which is beyond OMTCO’s warranty obligations in the Agreement. In any event, OMTCO uses information about errors and problems to improve its Programs, products and services, and assist with its provision of related support offerings. For these purposes, OMTCO may use OMTCO entities and subcontractors, including in one or more countries other than the one in which the Licensee is located, and the Licensee authorizes OMTCO to do so.
The Licensee shall not provide personal data to OMTCO unless expressly agreed in writing and governed by a suitable data protection agreement. The Licensee will be responsible for reasonable costs and other amounts that OMTCO may incur relating to such information mistakenly provided to OMTCO or the loss or disclosure of such information by OMTCO, including those arising out of any Third-Party claims.
1.10. Limitation of Liability
To the maximum extent permitted by applicable law, this section Limitation of Liability applies to all claims arising out of or relating to the Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of the form of action. The Parties acknowledge that the Fees reflect the allocation of risk set out in this section Limitation of Liability.
Aggregate liability cap. To the maximum extent permitted by applicable law, OMTCO’s total aggregate liability for all claims arising out of or relating to the Agreement shall not exceed the lower of: (i) the Fees actually paid by the Licensee for the Program or service giving rise to the claim in the twelve (12) months immediately preceding the event giving rise to liability, or (ii) EUR 1,000. This cap applies collectively to OMTCO, its Affiliates, employees, directors, officers, contractors, Program developers, licensors, and suppliers.
Excluded damages. To the maximum extent permitted by applicable law, in no event shall OMTCO be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, business, contracts, opportunity, goodwill, reputation, data, use, anticipated savings, or for business interruption, loss of or corruption of data, or costs of procurement of substitute goods or services, even if OMTCO has been advised of the possibility of such damages. For clarity, OMTCO shall not be liable for any costs, penalties, settlements, audit findings, compliance outcomes, or other losses incurred by the Licensee arising from (i) the Licensee’s decisions, actions, or omissions based on Program outputs, reports, results, or recommendations, or (ii) any interpretation, reliance, or use of such outputs by the Licensee or any Third-party.
Licensee responsibility for use and outcomes. The Licensee is solely responsible for (i) its use of the Program and the results obtained, (ii) any decisions made based on Program outputs, and (iii) ensuring compliance with applicable laws, regulations, internal policies, and third-party contractual obligations (including licensing obligations). The Program does not provide legal, regulatory, accounting, or audit advice, and the Licensee shall not treat Program outputs as such.
Mandatory-law exceptions. Nothing in the Agreement excludes or limits liability to the extent such limitation is prohibited by applicable law. To the extent liability cannot be excluded, OMTCO’s liability is limited to the minimum extent permitted by law, and only for: (a) death or personal injury caused by OMTCO’s negligence; (b) fraud or fraudulent misrepresentation; and (c) willful misconduct (and gross negligence where non-waivable). Any mandatory liability for damage to real property or tangible personal property is limited to the minimum extent permitted by law.
Third-party infringement allegations (no defense or indemnity). If a third-party alleges that a Program infringes intellectual property rights, the Licensee shall promptly notify OMTCO in writing and provide information reasonably requested by OMTCO. OMTCO may, at its sole discretion, provide information known to OMTCO that may assist the Licensee in assessing mitigation options. Nothing in the Agreement creates any duty for OMTCO to defend, indemnify, settle, or hold harmless the Licensee, unless expressly stated in an Executable Quote signed by both Parties.
Claims relating to third-party items and Licensee materials. OMTCO has no liability for claims arising from or relating to: non-OMTCO programs, third-party programs, or items not provided by OMTCO; third-party services, content, platforms, or license terms; the Licensee’s content, materials, designs, specifications, instructions, configurations, or unlawful use; modification of a Program not authorized by OMTCO; combination of the Program with non-OMTCO items; or use of a non-current Program version where the claim could have been avoided by using a current version made available by OMTCO. Each third-party program is governed solely by its applicable third-party end user license agreement, and OMTCO is not a party to, and assumes no obligations under, any such third-party agreement.
Time limit for claims. To the maximum extent permitted by applicable law, any claim arising out of or relating to the Agreement must be brought within twelve (12) months after the cause of action arose, otherwise it is permanently barred.
1.11. Compliance Verification
During the License term and for four (4) years thereafter, the Licensee shall maintain accurate records sufficient to verify compliance with Authorized Use.
Verification. Upon at least thirty (30) days’ prior written notice, OMTCO may verify compliance, during normal business hours, in a manner intended to minimize disruption. Verification may be performed by OMTCO or an independent auditor bound by confidentiality obligations. The Licensee shall provide reasonable access to relevant records and systems necessary to verify metrics and Authorized Use, subject to the Licensee’s security policies and reasonable supervision.
Records. The Licensee must keep records which are necessary to determine the Authorized Use of each Program at any time during the last 36 months. The Licensee must provide these records when required by OMTCO during a License compliance verification within six months of the notification of the compliance verification.
Resolution. The Licensee is responsible for 1) ensuring that it does not exceed its Authorized Use at any time, and 2) remaining in compliance with the Agreement at any time. If verification shows excess use or other non-compliance, OMTCO will notify the Licensee in writing. The Licensee shall promptly pay: (i) Fees for excess use at Current Prices, (ii) where applicable, Software Assurance or Reinstatement charges for the period of excess use as specified in the Price List or Executable Quote, and (iii) any additional charges and other liabilities determined as a result of such verification.
1.12. Governing law and Jurisdiction
Governing law. Unless otherwise stated in the Executable Quote, the Agreement is governed by the laws of Germany, excluding conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Compliance. Each Party is responsible for complying with: i) laws and regulations applicable to its business and content, and ii) import, export and economic sanction laws and regulations, including those of the United States that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users. The Licensee is responsible for its use of OMTCO and Third-Party Programs and products.
Jurisdiction. Unless otherwise stated in the Executable Quote, the courts of Munich, Germany have exclusive jurisdiction.
Claims and Cure. Each Party will provide the other a reasonable opportunity to cure a material breach before asserting a claim, unless cure is not possible. Any contractual time limit for claims is set out in section Limitation of Liability.
2. Program License Terms
2.1. Applicability
These Program License Terms apply to all Programs licensed under the Agreement.
2.2. License Grant and Permitted Use
The Program is licensed, not sold. Title and ownership remain with OMTCO and/or its licensors. The Licensee is by no means the owner of the Program or any of its code, libraries, components, Documentation, procedures or intellectual property.
Subject to payment of applicable Fees and compliance with the Agreement, OMTCO grants the Licensee a non-exclusive License to:
(a) install, run, and use the Program up to the Authorized Use;
(b) make copies reasonably necessary to exercise Authorized Use; and
(c) make one (1) backup copy.
Conditions:
(a) The Licensee must obtain Authorized Use before deploying or using the Program and complies with the terms of the Agreement;
(b) Backup copies may not be used for production purposes except when the primary copy is unavailable;
(c) The Licensee must reproduce all proprietary notices on all copies;
(d) The Licensee ensures that anyone who benefits from the Program does so only on the Licensee’s behalf and complies with the terms of the Agreement, whereas any employee, contractor or consultant acting on behalf of, or for the benefit of, the Licensee is deemed to act on the Licensee’s behalf for any interaction with the Program;
(e) The Licensee shall not sublicense, rent, lease, or host the Program for third-parties, separate components for independent use, or circumvent technical limitations;
(f) The Licensee does not copy, modify, or distribute the Program except as expressly permitted in the Agreement; reverse assemble, reverse compile, otherwise translate, or reverse engineer the Program, except as expressly permitted by law without the possibility of contractual waiver; use any of the Program’s components, files, modules, audio-visual content, or related licensed materials separately from the Program; or sublicense, rent, or lease the Program.
Audit access. The Licensee shall provide reasonable access for verification as described in section Compliance Verification.
No modification. The Licensee shall not modify, adapt, or create derivative works of the Program except where explicitly permitted in writing by OMTCO or required by non-waivable law. Unauthorized modification constitutes a material breach and may result in termination.
Copies of the Program. The Agreement applies to each copy of the Program that Licensee makes.
2.3. Upgrades, Updates, Fixes, and Patches
When the Licensee installs an upgrade, update, fix or patch to the Program, the Licensee accepts any additional or different terms that are applicable to such update, fix or patch. If no additional or different terms are made available to the Licensee then the update, fix, or patch is subject solely to the Agreement. If the Program is replaced by an update, the Licensee agrees to promptly discontinue use of the replaced Program.
Prior versions. For any permitted copy or instance, the Licensee may create, store, install, run or access a copy or instance of a prior version in place of the version licensed. The Agreement for the licensed version still applies. Licenses for prior versions do not satisfy the licensing requirements for a Program. OMTCO is not obliged to provide support or Documentation or any corrections for any prior version of the Program.
2.4. Software Assurance
Software Assurance is optional. If purchased, SA applies only to Authorized Use under SA.
Software Assurance begins on the date mentioned in the Executable Quote. If no date is mentioned in the Executable Quote, then the SA starts on the date that the Executable Quote is signed by both Parties.
Software Assurance ends on the last day of the corresponding month in the following year, unless the date of acquisition is the first day of the month, in which case coverage ends on the last day of the month, 12 months from acquisition. For instance, if SA starts on 20th December 2025 then it will end on 31st December 2026; however, if Software Assurance starts on 1st June 2026 then it will end on 31st May 2027.
If SA is active for the relevant Authorized Use, the Licensee receives:
(a) Version Upgrade Rights: eligibility to install and use covered upgrades, updates, and releases made generally available by OMTCO during the SA term; and
(b) Technical Support: routine, short-duration installation and code-related usage questions.
These SA Benefits are restricted solely to Authorized Use under Software Assurance.
Technical Support exclusions. Technical Support does not include: consulting, training, extensive design work, or responses to matters already covered in Documentation. OMTCO does not guarantee response or resolution times unless an SLA is stated in the Executable Quote.
2.4.1. Reinstatement
For a specific Project, the Authorized Use cannot be partially under Software Assurance: either the whole Authorized Use is completely covered and thus eligible for Software Assurance Benefits, or not at all and thus not eligible. If the Licensee chooses to acquire Software Assurance for a Project, the Licensee must maintain Software Assurance for all uses and installations of the designated Project. If the Authorized Use for a Project is only partially under Software Assurance, the Licensee must acquire Software Assurance Reinstatement sufficient to cover all Authorized Use of the Project at the Current Prices.
Should the Licensee use any Software Assurance Benefit for Programs which are not covered by Authorized Use under Software Assurance, the Licensee must acquire Software Assurance Reinstatement sufficient to cover all such unauthorized use at the Current Prices. If a specific Software Assurance Reinstatement price is not mentioned in the Price List, then the Software Assurance Reinstatement price is three-quarters (75%) of the Current Price of the License.
2.4.2. Program-Specific Terms
Perpetual License. If the License type refers to or contains the phrase Perpetual License, then the Program is licensed for a perpetual duration, i.e. an unlimited duration. This license includes only the right to install and/or run the version of the Program which was released at the time of purchase. The Licensee does not have the right to install and/or run any succeeding Program, code, library, component, procedure or intellectual property.
2.4.3. Fixed Term
If the License type refers to or contains the phrase Fixed term or Term, then the Program is licensed only for a fixed term, i.e. for a limited duration. If the term is not specified, then the term is twelve (12) months, starting on the first day of the month following purchase and ending twelve (12) months later. This license includes only the right to install and/or run the version of the Program which was released at the time of purchase. The Licensee does not have the right to install and/or run any succeeding Program, library, component, procedure or intellectual property.
The Licensee’s License terminates at the end of the Fixed Term, unless the Licensee and OMTCO agree in writing to renew the License. The Licensee must either renew the License or uninstall the Program and destroy any copies. Renewal of the Program License is not automatic. Renewal may require a charge to be paid by the Licensee to OMTCO.
2.4.4. Subscription
If the License type refers to or contains the phrase Subscription, then the Program is licensed only for a limited duration called the subscription duration. If the subscription duration is not specified, then the duration is twelve (12) months, starting on the first day of the month following the purchase and ending twelve (12) months later. The License includes the right to install and/or run any version of the Program during the subscription duration.
The Licensee’s License terminates at the end of the Subscription duration, unless the Licensee and OMTCO agree in writing to renew the License. The Licensee must either renew the License or uninstall the Program and destroy any copies. Renewal of the Program License is not automatic. Renewal may require a charge to be paid by the Licensee to OMTCO.
2.4.5. Appliance
If the License type refers to or contains the phrase Appliance, then the Program is at the disposal of the Licensee as a compiled Program or containerized application. The Licensee does not have the right to access the Appliance or try to gain access to it. The Licensee is responsible for enforcing this obligation among any Third-parties who have access to the environment hosting the appliance, such as cloud solution providers, hosters, server and application administrators, contractors and consultants. Should the Program need to temporarily or permanently have part of its code copied onto managed devices or environments for the purpose of running the Program, the Licensee does not receive the right to observe, copy or duplicate said code. If discovered, the code must be destroyed by the Licensee and any Third-Party.
2.4.6. Restricted Use
If the License type refers to or contains the phrase Restricted Use, then Program operations may be restricted to personnel registered with and authorized by OMTCO. Authorization by OMTCO may be reserved to selected personnel. OMTCO may require, during the selection process, for personnel to sign a specific confidentiality agreement or pass Program administration training. Unless explicitly specified, training is not included in the Agreement.
2.4.7. Evaluation
If the License type refers to or contains the phrase Evaluation, then the Program is licensed for a limited duration for the Licensee to assess the Program’s functionality. Unless explicitly specified, the duration is limited to 60 days for evaluation, in a Non-Production Environment. Evaluation Licenses are only valid if the Licensee is in possession of an Executable Quote from OMTCO stating the evaluation status of the Program. At the end of the Evaluation Period, the Program must be uninstalled, data may no longer be used and must be destroyed, the use of the Program must be discontinued and any copy of the Program destroyed, otherwise the Licensee must purchase a new License with new Authorized Use. The Evaluation Period begins on the date of signing the Executable Quote and ends upon the earliest of 1) the end of the duration or the date specified in writing by OMTCO or 2) the date on which the Program automatically disables itself. The Licensee will destroy the Program and all copies made of it within ten days of the end of the Evaluation Period. If OMTCO specifies that the Licensee may retain the Program, and the Licensee elects to do so, then the Program will be subject to a new License Agreement, which OMTCO will provide to the Licensee. In addition, a charge may apply. The Program may contain a disabling procedure or device that may prevent it from being used after the Evaluation Period ends. The Licensee agrees not to tamper with the disabling procedure, device or the Program itself. The Licensee should take precautions to avoid any loss of data that might result when the Program can no longer be used.
2.4.8. Non-Production Environment
If the License type refers to or contains the phrase Non-Production Environment, then Program installation and usage is restricted to Non-Production Environments.
2.4.9. Other restrictions
If the License type contains a particular phrase, then this phrase is equivalent to a restriction. This phrase can be a specific organization, location, user, environment, procedure, or any other restriction; the License is restricted to the specific organization, location, user, environment, procedure, or other restriction mentioned in the phrase. Any other use is not permitted.
2.5. Termination
Either Party may terminate for material breach if the breaching Party fails to cure within a reasonable time after written notice (unless cure is not possible).
Upon termination, the Licensee shall discontinue use and destroy all copies and certify destruction in writing upon request. Provisions that by their nature survive termination remain in effect.
2.6. Commercial Hosting
Unless explicitly permitted in the Executable Quote, the Licensee is not licensed to use the Program to provide commercial hosting or services to Third-parties.
2.7. Additional Restrictions
The Licensee shall not work around technical limitations or restrictions or separate the Program for use in more than one OSE under a single License, unless expressly permitted in writing by OMTCO.
Administrative rights are managed by OMTCO where the offering is delivered as a managed service or appliance, as stated in the Executable Quote or Documentation.
2.8. Training
Training is not included unless expressly stated in the Executable Quote. Training may be provided under a separate agreement and may be chargeable.
2.9. Program Support
Unless otherwise stated in the Executable Quote, OMTCO provides basic Program support for Licensed Programs for twelve (12) months from License grant.
Base support includes defect acknowledgement, reasonable efforts to provide corrections or workarounds, and publication of known restrictions and bypasses. Base support does not include upgrade rights unless SA or subscription terms provide them.
The Licensee is responsible for integrating updates according to Documentation. OMTCO is not responsible for downtime or errors caused by improper installation or misuse.
3. Price List
OMTCO may modify the Price List from time to time. The Price List effective on the Order Date applies to the relevant Executable Quote unless the Executable Quote states otherwise.
4. Notices
The following terms are registered trademarks of their respective owners (in the United States and/or other countries):
AIX – International Business Machines Corp.
HP-UX – Hewlett-Packard
Java – Oracle and/or its affiliates
Oracle Virtual Machine, Oracle Database – Oracle
UNIX – The Open Group
Linux – Linus Torvalds