(Status: June 19th, 2025)
1.1. This End User License Agreement ("EULA") governs the use of the software TiCon for Windows, TiCon for SAP, TiCon for Teamcenter and TiCon REST-API provided by MTMS, including all components, extensions, updates, and upgrades ("Software") in executable form (as object code), as well as the associated documentation by the customer or end customer ("End User"), unless a separate agreement expressly replacing this EULA has been concluded between the End User and MTM SOLUTIONS GmbH and/or its subsidiaries ("MTMS"), and/or a reseller.
1.2. By accepting an offer from MTMS for the purchase of a license for the Software and concluding the corresponding contract, the End User accepts the validity of this EULA. Additionally, by downloading, installing or using the Software, the End User declares to be bound by the terms of this EULA. If the End User purchases, installs, or uses the Software through an employee or representative, the acceptance of this EULA shall be deemed declared on behalf of and for the account of the End User. The risk of lacking internal authorization is borne solely by the End User. If the End User does not agree to the terms of this EULA or if the person acting for the End User is not authorized to act for the respective company, the use of the Software is prohibited. This EULA becomes effective at the latest upon the first download, installation or use of the Software by the End User.
1.3. This EULA also applies to supporting materials that accompany the Software or are referenced in connection with the Software. This includes additional license terms, licenses from third-party providers, open-source software components, software specifications, and similar documentation.
1.4. This EULA applies exclusively to entrepreneurs as well as legal entities under public law.
2.1. MTMS grants the End User, upon full payment of the agreed license fee, a non-exclusive, non-transferable, and – unless expressly agreed otherwise – perpetual right to use the Software, including the associated documentation, to the extent agreed and required for the proper performance of the contract. The exact scope results in particular from the number of licensed versions or releases of the Software as well as the number of computers, network servers, installations or users specified in the respective contract documentation, offer or license file. The use of the Software is permitted exclusively within the framework and under the conditions of this EULA and any specific license information contained in the Software, the documentation, or the supporting material. Any use beyond this requires a separate license agreement. If provided for in the offer or contract, affiliated companies of the End User within the meaning of § 15 German Stock Corporation Act (AktG), in particular subsidiaries and sister companies, may also use the Software. These are not considered third parties in this case.
2.2. The End User is entitled to make a reasonable number of copies of the Software and the documentation exclusively for backup or archiving purposes, provided that all copyright notices, serial numbers, logos, and other identifiers are retained unchanged. Further reproductions are only permitted with the prior, express consent of MTMS in at least text form.
2.3. Provision, transfer, rental, lending, sublicensing, making available to the public, or other exploitation of the Software and documentation to third parties – regardless of whether for consideration or free of charge – is prohibited, unless expressly permitted by this EULA or by written agreement with MTMS. The same applies to the development, distribution, or sale of proprietary interfaces based on the TiCon REST API to third parties. Third parties do not include affiliated companies expressly named in the contract (see clause 2.1). The Software may not be transferred in whole or in part to third parties electronically or by any other means, nor made available in any form as "Software as a Service" (SaaS), "Application Service Providing" (ASP), or a comparable model.
2.4. The End User is not entitled to modify, edit, decompile, disassemble, reverse engineer, translate, or otherwise alter the Software or documentation, unless expressly permitted by mandatory statutory provisions. Any modification or rectification of defects by the End User is only permitted if and to the extent that MTMS has expressly refused to remedy the defect, or if remediation has not been provided within a reasonable period or has failed. In the case of a legitimate interoperability request, MTMS will provide the End User with the necessary information upon written request within a reasonable period, insofar as this is legally permissible.
2.5. The Software may only be used within the End User's own business activities and exclusively by authorized employees, representatives, or users named in the offer/contract ("Named User", "Floating User", etc.). Any further use or "sharing" beyond the corporate group or the agreed user group is not permitted.
2.6. Provision of the source code is not part of this EULA. The End User is not authorized to derive, reproduce, modify, use, or distribute source code from the Software. This applies regardless of whether it is original files, modified versions, or non-operational files.
2.7. If the End User acquires an upgrade or update version of the Software, it may only be used together with the previous version in accordance with this EULA; both are deemed to be a single product and may not be used separately. Supplementary software or code provided as part of support or maintenance services is also subject to this EULA, unless expressly stipulated otherwise.
2.8. If the Software contains components licensed by third parties or provided under open- source license agreements ("Third-Party Software", "Open-Source Software" or "OSS"), the respective license terms of the third-party providers or open-source projects take precedence over the provisions of this EULA for these components. The End User is obliged to also comply with these license terms in connection with the use of the Software. To the extent that individual open-source components grant further rights or provide fewer restrictions than this EULA, the OSS license terms take precedence to the extent that they grant greater freedoms than this EULA. MTMS will provide the End User with the relevant license texts upon delivery of the Software or upon request. If OSS license terms require MTMS to provide the End User with source code or modifications (so-called "source files"), the End User will receive a copy of these source files upon request.
2.9. Any use of the Software not expressly permitted by this EULA is prohibited. The End User undertakes to retain all copyright notices, serial numbers, trademarks, logos, and other identifiers on the Software and documentation unchanged. MTMS is entitled to take measures and initiate legal action if the Software is not used in accordance with the contract.
3.1. All intellectual property rights, in particular all copyrights, patents, trademarks, trade secrets, know-how, and other industrial property rights to the Software, the documentation, the MTMS libraries contained or used therein, the method modules, and all associated documents remain exclusively with MTMS and, if applicable, its licensors. This EULA does not grant the End User any rights beyond those expressly stated in this EULA to the Software, the MTMS libraries, or their components; only the usage rights expressly granted in this EULA are conferred.
3.2. The End User does not acquire any ownership of the Software, the MTMS libraries, or other components through this EULA or through the acquisition and use of the Software. The transfer of source code, MTMS libraries, method modules, or development or design data is not part of this EULA unless expressly agreed in writing.
3.3. If the End User creates or submits suggestions, improvements, new features, modifications, technical information, or other feedback regarding the Software or its further development, the End User grants MTMS the unlimited, perpetual, irrevocable, and transferable right to use, develop, and commercially exploit these suggestions, information, and developments for any purpose without further consent or compensation.
3.4. To the extent that the Software contains components of third parties, open-source software, or other third-party rights, the corresponding rights remain with the respective rights holder. The conditions and precedence set out in clause 2.8 apply to these components.
3.5. The End User is obliged to leave all copyright notices, trademarks, logos, serial numbers, license notices, and other identifiers and protection notices on or in the Software as well as in the documentation unchanged and not to remove or alter them.
3.6. The End User is not entitled to make public statements about the Software, MTMS, or the contractual relationship without the prior written consent of MTMS or the respective rights holder, in particular not in advertising, press releases, or reference lists.
3.7. If the End User becomes aware that the Software, the MTMS libraries, or parts thereof are being used, reproduced, distributed, or otherwise infringed by third parties without authorization, he must immediately inform MTMS in writing. MTMS is entitled to take action against the infringement in its own name and at its own expense; the End User shall provide reasonable assistance in this regard.
4.1. MTMS is entitled to modify, improve, or provide new versions of the Software at any time. Minor improvements, adjustments, or bug fixes ("Updates") as well as new versions with significantly extended functionality or fundamentally new features ("Upgrades") are also subject to this EULA and are deemed part of the originally licensed Software, unless expressly stipulated otherwise.
4.2. Updates and upgrades may only be used together with the original Software and exclusively within the scope of the existing license; separate use or transfer is not permitted.
4.3. MTMS and its licensors retain all rights to all updates, upgrades, and new versions of the Software provided. No rights beyond those expressly provided in this EULA are granted.
4.4. If additional license or usage terms apply to individual updates or upgrades, these will be provided to the End User together with the respective change and shall apply in addition to or in precedence over this EULA.
4.5. There is no entitlement to certain functionalities, backward compatibility, or the retention of individual features of the Software unless expressly contractually agreed.
5.1. The Software, including its object code and source code – regardless of whether and in what form it is provided – and all information about the business, operational, or technical circumstances of MTMS that are not generally known and made accessible to the End User by MTMS in connection with this contract ("confidential information") must be treated as confidential. The End User undertakes to use such information exclusively for the contractual use of the Software.
5.2. The End User may only disclose confidential information to those employees and agents for whom knowledge is essential for the contractual use of the Software. The End User undertakes to impose a written confidentiality obligation on these persons, which will continue to apply beyond the duration of their employment with the End User.
5.3. The obligation of confidentiality does not apply to information that the End User can prove was lawfully known to him prior to disclosure by MTMS, is publicly accessible, becomes publicly accessible without violation of this EULA, or is lawfully obtained from a third party without breach of a confidentiality obligation.
5.4. Even after termination of this contract, the End User is obliged to keep all confidential information provided by MTMS in connection with this contract secret and no longer use it, unless he proves that such information has become publicly accessible or has been lawfully provided to him by a third party.
6.1. Unless expressly agreed otherwise for a fixed term, this EULA shall remain in force for an indefinite period. In the case of a license granted for a fixed term, the End User's right to use the Software ends upon expiry of the contractually agreed license period, without the need for a separate declaration.
6.2. MTMS is entitled to terminate the End User's right to use the Software for good cause with immediate effect if the End User breaches material provisions of this EULA, in particular in the event of unauthorized transfer, prohibited use, or infringement of intellectual property rights. Upon receipt of the notice of termination, the End User's right to use the Software ends. The right to use the Software also ends if the underlying contract is terminated, for example by withdrawal, ordinary termination, or expiration.
6.3. Upon termination of the right to use, the End User is obliged to immediately cease use of the Software and all associated components, delete all installations, and destroy or, at MTMS's request, return all copies, including backup and archive copies. MTMS is entitled to request written confirmation of complete deletion or destruction.
6.4. The obligations of confidentiality, the protection of intellectual property rights, and all other provisions of this EULA that by their nature are intended to continue beyond the termination of the contract shall remain in force even after the expiry or termination of this EULA.
7.1. This EULA constitutes the complete and exclusive agreement between MTMS and the End User with respect to its subject matter and supersedes all prior communications, arrangements, or agreements of any kind that may have existed. Amendments and additions to this EULA are only effective if agreed in writing and signed by both parties. A waiver of rights under this EULA is only effective if expressly declared in writing; a failure or delay by MTMS in exercising its rights shall not be deemed a waiver of such rights.
7.2. This EULA is governed by the laws of the Federal Republic of Germany, excluding its conflict of law rules that would lead to the application of another legal system. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The place of jurisdiction for all disputes arising out of or in connection with this contract is the registered office of MTMS. However, MTMS is entitled to bring an action at any other statutory place of jurisdiction.
7.3. In the event of discrepancies between the German and a foreign language version of this EULA, only the German version shall be binding.
7.4. The invalidity of any provision of this EULA shall not affect the validity of the remaining provisions. In the event of a dispute, any invalid provision shall, to the extent permitted by law, be replaced by a provision that comes closest to the parties' economic interests in the invalid provision and most likely represents it. The above provisions apply accordingly in the event of omissions in this EULA.