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End User License Agreement (EULA)


Important: Please read this End User License Agreement (EULA) carefully before installing or using the software. By installing or using the software, you agree to the terms of this EULA. If you do not accept this EULA, you may not install or use the software.

1. Definitions

  •  “Software” refers to the computer program licensed under this EULA, including all related documentation, updates, and upgrades.
  • “Licensee” refers to you, as the person or entity installing or using the software.
  • “Licensor” refers to the owner of the software, MTRIX GmbH, which licenses the software under this EULA.
  • “GTC” refers to the General Terms and Conditions of the Licensor (available at: https://www.mtrix.de/agb-fuer-geschaeftskunden)


2. Subject of the License, GTC

The subject of this EULA is the software products listed below: 

  • CEP – Customer Enrollment Portal

as well as any documentation and other accompanying materials, if applicable. Furthermore, during the use of the software, all modifications provided by the licensor, such as updates, upgrades, implementations, or customizations on behalf of the licensee (customizing of the licensed software), as well as other modifications and extensions of this software, are part of this EULA, unless expressly agreed otherwise between the licensor and licensee. In addition to the provisions of this EULA, the general terms and conditions apply. In the event of contradictions, the provisions of this EULA take precedence over the general terms and conditions.

3. Granting of the license, prohibition of assignment

The licensor hereby grants the licensee a non-exclusive, time-limited to the performance period and geographically unrestricted, non-transferable license to use the software on one or more computers of the licensee, conditional upon the full payment of the license fees in accordance with this EULA. The license does not entitle the licensee to distribute, rent, sell, or sublicense the software to third parties or to companies or individuals under the control of the licensee, unless this is expressly agreed upon in writing at least in text form between the licensor and the licensee. The right to reproduce the software is limited to the installation of the software on one or more computer systems that are directly owned by the licensee for the purpose of use and to a reproduction that is necessary for loading, displaying, running, transferring, and storing the software, as well as the right to make a backup copy of the software by a person authorized under § 69d Abs. 2 UrhG. The right to decompile the software is granted only under the conditions of § 69e Abs. 1 Nos. 1 to 3 UrhG and within the framework of § 69e Abs. 2 Nos. 1 to 3 UrhG. The granting of the license under this EULA is limited to the performance period agreed upon in the order of the licensee. Unless a performance end is agreed upon, the right to use ends after termination (at least in text form) by the licensor or licensee. Further usage and exploitation rights to the software are not granted to the licensee. The licensee may only transfer this contract in its entirety, as well as rights and obligations from this contract, to a third party with the prior written consent of the licensor.

4. Usage Restrictions, Duty of Care

The licensee may not use the software for the following purposes:

  • illegal purposes.
  • Development, use, or distribution of malware.
  • Violation of third-party rights, including copyrights, patent rights, or trade secrets.
  • Removal or alteration of copyright notices or others.

The licensor reserves the right to ensure, through (technical) measures, that the use of the software occurs solely in accordance with this EULA. For this purpose, the licensor is entitled at any time to request from the licensee an overview of the purpose of use at the licensee, including the number of users set up in the software (user quantity), and to compensate for any identified sub-licensing by increasing the user quantities ordered by the licensee. This will be done by invoicing without prior submission of an offer and may cover both a past period and a future period. The licensee is obliged to take appropriate measures to ensure that unauthorized third parties cannot access the software, the backup copy, the documentation, and any other accompanying materials provided. The licensee is particularly obliged to keep the original data carrier (as long as the software is not provided via download), all existing copies of the software including the backup copy, and all related documentation in a location protected from unauthorized access by third parties or in a correspondingly protected computer system. The costs for storage are borne by the licensee.

5. Fees

The license fees are determined according to the agreement of the parties at the conclusion of the contract. The license fees for the granting of the rights granted in this EULA are to be paid in full in advance by the licensee for the agreed performance period, provided that a performance period has been agreed upon and that no expressly deviating agreement has been made. The claim becomes due upon conclusion of the contract. If no performance period is agreed upon, the licensee is obliged to pay the remuneration in advance; the due remuneration will be due for payment on the third working day of each month in these cases. The licensee is in no case entitled to assert a reduction by independently deducting the reduction amount from the license fees. The licensee's claim under enrichment law to reclaim the part of the license fees overpaid due to a justified reduction remains unaffected.

6. Ownership Rights

The licensor retains all rights to the software. The license does not grant the licensee any ownership of the software.

7. Warranty

If the licensee detects defects in the software, he must notify the licensor of these without delay, at least in text form. The licensor is obliged to remedy the reported defects in the software within a reasonable period. In the context of defect remediation, the licensor has the choice between rectification and replacement delivery. The costs of defect remediation are borne by the licensor. The licensee must provide the licensor with the necessary access to the software for the purpose of remedying the defect. Otherwise, the statutory provisions apply.

8. Limitation of Liability

The liability of the licensor is governed by the provisions of the GTC, with the stipulation that the liability of the licensor for defects existing at the time of the conclusion of the contract in the sense of § 536a BGB is excluded, unless there is a case in which the liability is not limited even according to the GTC.

9. Duration and Termination

The term of this EULA corresponds to the performance period agreed upon in the order of the licensee. If no performance period is agreed upon, this EULA is concluded for an indefinite period and ends automatically, without the need for termination, when the licensee uninstalls the software or ceases its use. The right to extraordinary termination remains unaffected. At the end of the contract term or at the time of the effectiveness of a termination, the licensee must cease using the software and delete all copies of the software and return or destroy any accompanying materials (such as documentation) at the licensor's discretion.

10. Choice of Law

This EULA is subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention and German conflict of laws. If the licensee is a merchant, a legal entity under public law, or a special fund under public law, or has no general jurisdiction in the country, the registered office of the licensor is the place of jurisdiction; however, the licensor is entitled to initiate legal proceedings at the general jurisdiction of the licensee as well. Priority statutory provisions, in particular regarding exclusive jurisdictions, remain unaffected.

11. Data Protection

The parties observe all applicable data protection regulations, in particular those of the GDPR and the BDSG. The parties will conclude a data processing agreement (Art. 28 para. 3 GDPR) if this becomes necessary.

12. Severability Clause

Should any provision of the EULA be or become invalid or unenforceable, or should this EULA contain a gap, the validity of the EULA in other respects shall not be affected. These provisions do not merely involve a reversal of the burden of proof, but exclude the application of § 139 BGB. In the case of a gap, the effective and enforceable provision that comes closest to the legal and economic objective of the EULA shall be deemed agreed.