SPQRK Software License

Applies to: BackupOnShutdown

Licensor: Gerhard Petermeir, BA MSc, sole trader (Einzelunternehmer), trading as SPQRK IT-Dienstleistungen (English: SPQRK IT-Services), Haag 8, 8344 Bad Gleichenberg, Austria, office@spqrk.net, VAT ATU69739438. The trade name is not a separate legal entity.

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1. Definitions

• "Software" means the application named above, as supplied by Licensor, including its configuration and updates provided under this licence for the purchased Major Version.
• "Licensor" means the sole trader named above. A paper that still says "SPQRK Web Solutions" means this same person.
• "You" and "Licensee" mean the purchaser for a paid licence, or the person or organisation accepting a trial until a paid licence covers that installation.
• "Consumer" means a customer entitled to consumer protection for this transaction under Austrian law, or under another law whose consumer protection cannot be excluded. This includes a natural person buying mainly outside their trade, business, or profession, and a natural person entering a transaction to establish a business before that business starts. A legal person protected as a consumer is also covered. A business declaration does not remove that protection.
• "Business customer" means a Licensee to whom section 19 does not apply.
• "Protected country" means a member state of the European Union, any other state of the European Economic Area, the United Kingdom, Switzerland, Japan, Australia, or New Zealand.
• "Establishment" means the place of business that buys the Software, as you state it at purchase. The billing country is evidence of that place. Where a device is used is not, by itself, the establishment.
• "Seat" means the unit of use defined in the Schedule.
• "Schedule" means the product schedule that is part of this licence for the product named above.
• "Major Version" means releases sharing the first version number, for example 3.x.
• "Installation" means one copy of the Software running under one operating-system user profile.
• "Trial Period" means the 14 days after the first launch of an installation.
• "Reduced mode" means the use that the Schedule allows to continue without a paid licence after the Trial Period.
• "Official Purchase Channel" means the product's official website, and any further channel the Schedule names as an Official Purchase Channel. winget, a DMG, and a zip archive are ways to obtain a copy. They are not purchase channels.
• "Licence Key" means the offline string Licensor supplies for a valid paid licence.
• "Source Code" means the human-readable form of the Software. The Schedule states whether Licensor publishes it or makes it available. Publication or availability does not by itself grant a right to use the Software.
• "Gross negligence" includes gross negligence of a person Licensor uses to perform the contract.

2. How to read this licence

2.1 Name. The Software identifies this licence as SPQRK SOFTWARE LICENSE v1.2. There is no floating "current version". The version you accepted binds.

2.2 Which part binds you. Consumers worldwide use section 19. A business customer uses section 20 if the purchasing establishment is in a protected country, or if that country is unclear, and otherwise uses section 21. Doubt about consumer status is treated as consumer status. The section that applies overrides this core and the Schedule. The other sections do not apply.

2.3 The Schedule. The Schedule describes the product's functions, intended use, and known operating limits. It does not waive conformity rights or limit liability.

2.4 Language. If you are a business customer, the English text binds. If you are a consumer, a translation in the language of your purchase is part of the contract. Where the English text and that translation differ, the version more favourable to the consumer prevails.

2.5 Invalid terms. If one term is invalid, the remaining terms stay in force where the applicable law allows. An invalid restriction is not rewritten into a narrower one.

2.6 No acceptance by silence. You accept this licence only by a successful payment, or by choosing Accept in the Software. Silence, continued possession, or continued use is not acceptance.

3. Formation

3.1 The paid licence starts at payment. A paid licence is formed when payment succeeds on an Official Purchase Channel, on Version 1.2 as that channel linked it before you paid. The confirmation email records those terms. Installing the Software does not form the paid licence.

3.2 Acceptance in the Software. If the Software asks you to accept this licence, accepting it agrees to this licence for that version of the Software. The Software stores SPQRK SOFTWARE LICENSE v1.2 as the licence accepted.

3.3 The trial starts at Accept. A trial licence is formed when you choose Accept at first launch. If you decline, no trial licence is formed and the Software quits.

3.4 Authority. If you pay or accept for an organisation, you confirm that you may bind it. If you may not, do not pay and do not accept.

3.5 Who is covered. The licence covers the Licensee and the Seats the Schedule describes. It does not cover a related company unless that company buys its own Seats or takes a transfer under section 8.

4. Trial licence

4.1 Grant. For the Trial Period, Licensor grants you a free, non-exclusive licence to use the Software to evaluate it, for the Licensee's own personal or internal purposes. The trial is its own entitlement. It is not a purchased Seat and does not use one up.

4.2 Fourteen days on that installation. Every installation has its own Trial Period of 14 days from its own first launch. The trial is not once per person and not once per Seat.

4.3 Circumvention. Circumventing the Trial Period, including by resetting it, is a breach. Licensor does not claim that the Software can stop every reset.

4.4 When the trial ends. The installation then runs as the Schedule describes. You need not delete the Software that day. Without a paid licence you may do only what the Schedule still permits. Every other use needs a paid licence. Clause 7.3 covers a missing block.

4.5 A trial is not transferable. You cannot sell, give, or otherwise transfer a trial licence.

5. Paid licence and lifetime

5.1 Grant. When a paid licence is formed, Licensor grants the Licensee a non-exclusive, worldwide licence to use the Software only for the Licensee's own personal or internal purposes, for the number of Seats bought, under this core and the Schedule.

5.2 Not a service to outsiders. You may not offer the Software as a service to any person outside the Licensee. That needs a separate written agreement with Licensor.

5.3 Lifetime. Lifetime means a perpetual right to use the Major Version you bought, including the updates Licensor publishes inside it. The paid licence is not a subscription. Licensor may sell a later Major Version separately; if you do not buy it, the existing licence still covers the Major Version you bought.

5.4 Licensed, not sold. Licensor keeps the intellectual property in the Software. You keep your devices and your own content.

5.5 A person who uses a Seat. A person may use the Software for the Licensee on a Seat the Licensee holds, as the Schedule allows. That person does not become the Licensee and does not take a licence when they leave.

6. Updates

6.1 Inside the Major Version. The paid licence includes bug fixes and other public releases of the Major Version you bought.

6.2 Security and conformity updates. Licensor will provide the updates needed to keep that Major Version secure and in conformity for at least two years from purchase, and for as long as Licensor ordinarily supports that Major Version, whichever is longer. For a consumer, this never shortens a statutory update duty or replaces a longer statutory period. For a business customer, it is the agreed update commitment.

6.3 A notified update you do not install. If Licensor tells you that an update is available and what follows if you do not install it, and you do not install it within a reasonable time, you have no claim for a defect caused only by that omission, unless the installation instructions were at fault. This does not apply to Reserved Liability (clauses 19.4, 20.8 and 21.6). For a consumer, this clause goes no further than the statute.

6.4 No general feature promise. Apart from clause 6.2, and apart from a duty a statute keeps in force, Licensor need not add features, support the Software for longer, or publish a new Major Version.

7. Licence keys

7.1 One key, the Seats it states. After payment, Licensor provides a Licence Key. The key is evidence of the paid licence. It may state one Seat, several Seats, or unlimited Seats. You use that same key on each installation the key allows. Licensor does not promise a separate key for each Seat.

7.2 The check stays on the device. The Software checks the key locally, by a cryptographic signature, without contacting an activation server. It opens no account with Licensor and sends no telemetry. The licence check sends no key, licence information, usage, or personal data to anyone. Its only connection towards Licensor is an update check that you start, which opens the product website; the privacy notice describes the connection data of that visit.

7.3 Seats, trials, and missing blocks. Paid use must stay within the purchased Seats. Trial installations have separate entitlements. Counts and warnings do not change entitlements, and a missing technical block does not permit prohibited use.

7.4 A lost key. If you lose the key, you may ask the Official Purchase Channel to send it again to the email address of the purchase.

7.5 A key cannot be switched off from outside. Licensor cannot disable a key that is already on your device. When a key has ended, you stop using it and you delete it.

8. Transfer of a paid licence

8.1 One voluntary contractual transfer. Where no mandatory resale right applies, you may transfer the whole paid entitlement once, to one transferee, only if you have permanently stopped all use of it, deleted your copies and the key, and emailed office@spqrk.net from the purchase address with the purchase details and the transferee's name and email, and the transferee has accepted Version 1.2 before using the Software. Licensor then issues the transferee a key without charge and treats your key as ended under clause 7.5.

8.2 No splitting. You may not split the Seats on one key and keep the rest. Each key you hold is transferred on its own and, under clause 8.1, only once.

8.3 Mandatory resale. Mandatory exhaustion and resale rights apply to the original purchaser and to every lawful later acquirer. The one-transfer limit, the purchase-address email, re-keying, and acceptance of this licence are not conditions of those statutory rights. Licensor will help with evidence and replacement keys where reasonably needed. A holder who transfers must stop using the transferred entitlement and make the retained copies unusable, as the law requires.

8.4 Inside the Licensee. Reassigning a Seat as the Schedule allows is not a transfer under this section and does not use up clause 8.1.

8.5 No other disposal. Apart from this section and the Schedule, you may not redistribute, publish, sell, rent, lease, lend, or grant a sub-licence of the Software, in source or binary form, changed or unchanged.

9. Where it may run

9.1 Your installation. You may run the Software on infrastructure you control, within your Seats and the Schedule.

9.2 Someone who administers it for you. An IT provider may install and look after your installation. The provider needs no Seat for that work if the provider does not use the Software for its own purposes and does not offer it as a service to anyone else. Clause 5.2 is unchanged.

10. What you must not do

10.1 Notices stay. You must not remove or alter a proprietary notice or an attribution.

10.2 No false keys. You must not forge, or misrepresent, a Licence Key, a receipt, or a seat count.

10.3 No publishing of keys. You must not share a Licence Key with a person who may not use it, and you must not publish a key.

10.4 No circumvention. You must not circumvent a licence check, or a technical limit the Schedule describes, except where this licence or a mandatory rule allows that act.

11. Rights mandatory law keeps

11.1 Mandatory software rights. Nothing in this licence restricts your mandatory rights to make a necessary backup copy, correct errors, observe, study, or test the Software, or decompile it where the law permits. Those rights add no trial time, no Seat, and no right to Source Code.

12. Your content, and when an entitlement ends

12.1 Your content stays yours. Content you put into the Software remains yours. This clause gives Licensor no licence to it.

12.2 When an entitlement ends. Stop the use that entitlement authorised. Delete copies and keys only so far as they no longer support a continuing entitlement. You may keep using export or restore to recover your own content. Other valid licences, unaffected Seats, and permitted reduced-mode use remain valid. If an ended Seat shares a key with valid Seats, Licensor will supply a replacement key for the valid Seats without charge.

12.3 Withdrawal, refund, and price reduction. A withdrawal, refund, or reversal ends only the entitlement or Seats whose purchase it cancels. A price reduction that leaves the contract in force does not end the licence.

13. Third-party components

13.1 Their terms govern the component. Components from other rightsholders remain under their own licences. If that licence conflicts with this one, it prevails for that component. Nothing here reduces a right that component licence gives you.

13.2 Notices. Licensor ships third-party notices with the Software and does not warrant that the file names every component. A missing name does not change the component's licence.

14. Privacy

14.1 Exchange on the local network. Where the Schedule describes an exchange of data between devices on the local network, the Software exchanges that data only as the Schedule describes. It does not send that content to Licensor. Section 5 still limits authorised use to the Licensee's own purposes.

15. Term and ending

15.1 How long. A trial licence runs for the Trial Period and afterwards only in reduced mode. A paid licence runs for the lifetime in clause 5.3 unless it ends under this section or under clause 12.3.

15.2 No end for convenience. Licensor may not end a paid licence merely because Licensor no longer wishes to continue it. Ending ordinary support, within clause 6, does not end the right to keep using the Major Version you bought.

15.3 A breach that can be cured. For a material breach that can be cured, Licensor may end only the affected Seats after notice that describes the breach and allows 30 days from receipt of that notice to cure it. If the breach remains, ending it requires a further notice after that period.

15.4 No cure period. Licensor may end the affected Seats by notice, without a cure period, for deliberate key forgery, deliberate public sharing of a key, or another material breach that cannot be cured.

16. The whole agreement, and older purchases

16.1 What the Version 1.2 contract contains. For a contract on Version 1.2, the agreement is this licence, the Schedule, the product description on the Official Purchase Channel when you pay, the withdrawal information given then, and a money-back guarantee stated then.

16.2 Not cut down. Clause 16.1 does not limit a mandatory right, and it does not remove the product description, the withdrawal information, or that guarantee.

16.3 Earlier terms. A purchase made under earlier terms stays on them until the purchaser accepts this licence, for example in the Software. From then on this licence replaces earlier standard licence terms. Individually agreed terms, and binding statements by Licensor, remain effective.

17. Which law

17.1 Austrian law. The law of Austria governs this licence, without its conflict-of-law rules and without the United Nations Convention on Contracts for the International Sale of Goods.

17.2 A consumer's mandatory home right. If you are a consumer and a rule that cannot be waived in your country of residence gives you a stronger right, that rule prevails, wherever you live.

18. General

18.1 No waiver by waiting. A delay, or a choice not to enforce one clause, is not a waiver of it or of any other.

18.2 Notices. Either party may give notice by email. Your address is the purchase address unless you have sent a new one. Licensor's address is office@spqrk.net. Notice takes effect on receipt, subject to any statutory rule on an address change you did not notify.

Schedule — BackupOnShutdown

S.1 What BackupOnShutdown is. BackupOnShutdown copies folders you choose. It is not a system image and it does not restore an operating system. A destination is a local disk, a USB disk, or a network share. The Software has no cloud destination. These descriptions explain the product's intended design; consumer conformity rights remain unchanged.

S.2 A Seat is one named person. A Seat is one natural person. That person may use BackupOnShutdown on any number of computers of which they are the primary user, including a work computer assigned to them. A computer has one primary user for this purpose.

S.3 Not a site licence, and not a service for others. Each person whose computers are backed up needs their own Seat. You may not use your Seat to back up a computer whose primary user is someone else. You may not offer backups as a service to another person or to another organisation. Five people require five Seats.

S.4 Reassignment. The Licensee may reassign a Seat to another natural person only when the previous person has permanently stopped all use of BackupOnShutdown. A Seat is not lent.

S.5 A backup can fail. A backup can fail, can be incomplete, or can be impossible to restore. A disk that is failing, or files that malware has changed, can produce a backup that contains damaged data. The Software does not detect every failure of that kind.

S.6 Locked files. A file that is locked is skipped, unless the Software can use Windows volume shadow copy. Shadow copy is available only on Windows and only when BackupOnShutdown is run with administrator rights. Without those rights, locked files are not in the backup.

S.7 A restore you have not tried. The Software does not run a test restore for you. Whether a backup can be restored is known by restoring it. Data you cannot afford to lose needs a further copy that does not depend on this Software.

S.8 Network-path sources. In the version supplied at purchase, BackupOnShutdown cannot restore a backup of source folders accessed through a UNC network path. This differs from storing a backup destination on a network share. Check this limitation before backing up those sources.

S.9 Back up and shut down. When you choose Back up & shut down, BackupOnShutdown requests an operating-system shutdown that can force other programs to close. Save work in other programs first: unsaved work can be lost. The app does not request shutdown after a failed, cancelled, or incomplete backup run. The operating system or another program can also prevent shutdown.

S.10 Retention deletes old versions. The Software deletes older backup versions according to the retention setting you choose. Deletion of those versions is what that setting is for.

S.11 The backup password. A protected backup needs its password. The app stores a local protected copy for unattended runs. Keep an independent record: if neither that usable saved copy nor your own record is available, Licensor has no recovery key and cannot restore access to the protected backup.

S.12 restic. BackupOnShutdown includes the restic backup program. restic is provided under the BSD-2-Clause licence. That licence, not this one, governs restic. A copy of the BSD-2-Clause licence is shipped with the Software.

S.13 After the trial. When the Trial Period ends, BackupOnShutdown refuses to make a new backup. Restore of backups already made continues to work. A paid licence is required to make a backup after the Trial Period.

S.14 Source code is not offered. Licensor does not offer the Source Code of BackupOnShutdown.

19. If you are a consumer

19.1 Who. This section applies if you are a consumer, wherever you live, and if consumer status is doubtful.

19.2 Conformity. The statutory rules on conformity of digital content apply in full, including repair or replacement, price reduction, ending the contract, updates, and the burden of proof. No clause of this licence limits those rights.

19.3 Not "AS IS". Licensor does not provide the Software to a consumer "AS IS" or "as available". Any such wording in section 20 or section 21 is not a term of your contract.

19.4 Reserved Liability. Reserved Liability means liability for the following. No limit in this section applies to it:

• (a) intent;
• (b) gross negligence;
• (c) death or injury to body or health, including where the fault is only slight negligence;
• (d) mandatory product liability, including under the Austrian Product Liability Act (Produkthaftungsgesetz) and under a mandatory product-liability statute of your country of residence that applies to you;
• (e) fraud or fraudulent concealment;
• (f) a guarantee Licensor has expressly given.

19.5 Other damage from slight negligence. For other damage caused by slight negligence, Licensor is liable for the damage typical of this contract and reasonably foreseeable when it was formed. This does not apply to Reserved Liability (clause 19.4).

19.6 Lost profit. Licensor is not liable for lost profit caused by slight negligence. This does not apply to Reserved Liability (clause 19.4).

19.7 Data. Keep reasonable, current copies of important data independent of the Software, and test restoration where that is appropriate. Compensation may be reduced under the applicable rules on contributory conduct only to the extent your failure to take a reasonable precaution caused or increased the loss. This clause does not change the statutory burden of proof. This does not apply to Reserved Liability (clause 19.4).

19.8 No price cap. Liability to a consumer is not limited to the price you paid. A price cap in section 20 or section 21 is not your term.

19.9 A free trial. During a free trial, clauses 19.4 to 19.7 also apply. Trial use does not add a paid conformity or update commitment where none is owed by law or expressly promised.

19.10 Where a case may be brought. Statutory jurisdiction rules apply. This licence does not restrict any court in which the applicable law allows a consumer to bring proceedings.

20. Business customers in protected countries

20.1 Who. This section applies if you are a business customer and your establishment is in a protected country, or that country is unclear. It does not apply to a consumer. If it is doubtful which business section applies, this section applies.

20.2 Right to grant the licence. Licensor warrants that it has the right to grant the licence in clause 5.1.

20.3 Twelve months. For 12 months from the purchase, the Software will materially conform to the product description on the Official Purchase Channel at the time of that purchase.

20.4 Remedy for a lack of conformity. If the Software does not conform under clause 20.3, Licensor will, at Licensor's choice, repair it, replace it, or provide a workaround, within a reasonable time. If Licensor does not, Licensor will refund the price of the affected entitlement, and that entitlement ends under clause 12.2. This clause does not remove clause 20.9 or Reserved Liability (clause 20.8).

20.5 Statutory warranty, and guarantees that cannot be excluded. For a customer this section covers, clauses 20.3 and 20.4 take the place of statutory warranty (Gewährleistung). The warranty substitution, remedies, loss exclusions, and price cap in this section do not apply to a statutory guarantee, remedy, or liability that cannot lawfully be excluded for your transaction, including under the Australian Consumer Law or the New Zealand Consumer Guarantees Act where either protects the transaction. The business label does not, by itself, decide those regimes.

20.6 AS IS, for what remains. These exclusions concern implied warranties only. They do not remove clauses 20.2 or 20.3, the update commitment in section 6, an express promise in this licence, the agreed purchase description, or the separate money-back promise. Subject to those express obligations, the Software is provided AS IS. Licensor excludes the implied warranties of (a) merchantability, (b) fitness for a particular purpose, and (c) non-infringement. If the applicable law does not allow one letter, that letter is not a term and the warranty that law keeps remains.

20.7 Tell Licensor of a defect. You must email office@spqrk.net within 14 days after you discover a defect, and describe it. This does not apply to Reserved Liability (clause 20.8).

20.8 Reserved Liability. Reserved Liability means liability for the following. No limit in clauses 20.9 to 20.15 applies to it:

• (a) intent;
• (b) gross negligence;
• (c) death or injury to body or health;
• (d) mandatory product liability;
• (e) fraud or fraudulent concealment.

20.9 Slight negligence. Licensor is not liable for slight negligence in the breach of a non-essential obligation. For slight negligence in an essential obligation, Licensor is liable for loss typical of this contract and reasonably foreseeable when it was made ("Essential Loss"). Essential obligations are those needed to provide the licensed product's basic promised function, including the security and conformity updates owed under section 6. This does not apply to Reserved Liability (clause 20.8).

20.10 Indirect and consequential loss. Licensor is not liable for indirect or consequential loss, except Essential Loss (clause 20.9). This does not apply to Reserved Liability (clause 20.8).

20.11 Profit, revenue, goodwill, interruption. Licensor is not liable for lost profits, lost revenue, lost goodwill, or business interruption, except Essential Loss (clause 20.9). This does not apply to Reserved Liability (clause 20.8).

20.12 Data. You must keep backups independent of the Software. Licensor is not liable for loss of data that such a backup would have prevented, except Essential Loss (clause 20.9). Contributory conduct concerning backups is assessed according to its causal effect. This does not apply to Reserved Liability (clause 20.8).

20.13 Price cap. The cap applies only to recoverable claims outside Reserved Liability (clause 20.8) and outside Essential Loss (clause 20.9). For those residual claims, total liability for all claims from one purchase, added together, is the price paid for the Seats of this Software in that purchase. It does not shrink over time, and it does not apply to a guarantee clause 20.5 preserves. This does not apply to Reserved Liability (clause 20.8).

20.14 Indemnity. You will reimburse Licensor for amounts and reasonable defence costs from a third-party claim, only to the extent caused by your culpable use of unlawful content or your culpable breach of this licence. The obligation does not cover Software defects or conduct for which Licensor is responsible. Licensor must notify you promptly, allow reasonable participation in the defence, and obtain your consent before settling a claim at your expense; consent must not be unreasonably withheld. This does not apply to Reserved Liability (clause 20.8).

20.15 A business trial. During a free trial, Licensor has no liability to you. This does not apply to Reserved Liability (clause 20.8).

20.16 Court. Subject to mandatory exclusive jurisdiction, your proceedings must be brought in the court with subject-matter jurisdiction for 8344 Bad Gleichenberg, Austria. Licensor may sue there or in a competent court for your purchasing establishment if that establishment is in an EU Member State or a State bound by the 2007 Lugano Convention. Otherwise, both parties must use that Austrian court. This clause does not apply to a consumer. It is separate from clause 17.1.

21. Business customers in other countries

21.1 Who. This section applies only if you are a business customer and your establishment is clearly outside the protected countries. It never applies to a consumer, or to a business customer whose establishment is in a protected country or is unclear.

21.2 Right to grant the licence. Licensor warrants that it has the right to grant the licence in clause 5.1. This warranty stays.

21.3 No 12-month conformity promise. Licensor does not give clause 20.3's 12-month conformity promise to a customer under this section. Section 20 is not a term of that customer's contract. This clause does not remove section 6 or any other express promise clause 21.4 keeps.

21.4 AS IS. The exclusions below concern implied warranties only. They do not remove the warranty in clause 21.2, the update commitment in section 6, an express promise in this licence, the agreed purchase description, or the separate money-back promise. Subject to those express obligations, the Software is provided AS IS. Licensor excludes the implied warranties of (a) merchantability, (b) fitness for a particular purpose, and (c) non-infringement. None of those letters removes clause 21.2.

21.5 What the law keeps. If the applicable law does not allow (a), (b), or (c), that letter is not a term and the warranty that law keeps remains. The exclusive remedy, loss exclusions, price cap, and claim period in this section do not apply to a statutory guarantee, remedy, or liability that cannot lawfully be excluded for your transaction, including under the Australian Consumer Law or the New Zealand Consumer Guarantees Act where either protects the transaction. The business label does not, by itself, decide those regimes.

21.6 Reserved Liability. Reserved Liability means liability for the following. No limit in clauses 21.7 to 21.13, 21.15, or 21.17 applies to it:

• (a) intent;
• (b) gross negligence;
• (c) death or injury to body or health;
• (d) fraud or fraudulent concealment;
• (e) mandatory product liability.

21.7 Refund as the contractual defect remedy. For breach of an obligation Licensor owes under this contract, the exclusive contractual defect remedy is a refund of the full price of the affected entitlement, without depreciation, within 30 days after the valid claim is made. The affected entitlement ends on that refund, and clause 12.2 applies. This does not apply to Reserved Liability (clause 21.6). It does not apply to a non-excludable statutory guarantee under clause 21.5, to a third-party claim, or to statutory relief that is not a contractual defect remedy.

21.8 Incidental and consequential damages. Licensor is not liable for incidental damages or for consequential damages. This does not apply to Reserved Liability (clause 21.6).

21.9 Profits and revenue. Licensor is not liable for lost profits or lost revenue. This does not apply to Reserved Liability (clause 21.6).

21.10 Goodwill and interruption. Licensor is not liable for lost goodwill or for business interruption. This does not apply to Reserved Liability (clause 21.6).

21.11 Lost or corrupted data. Licensor is not liable for lost data or for corrupted data. This does not apply to Reserved Liability (clause 21.6).

21.12 Price cap. Licensor's total liability for all claims from one purchase, added together, is the price paid for the Seats of this Software in that purchase. The amount does not shrink as time passes. This does not apply to Reserved Liability (clause 21.6) or to a guarantee clause 21.5 preserves.

21.13 One year. An ordinary contractual damages claim must be brought within one year from the later of the date it accrues and the date you knew or reasonably should have known the facts needed to bring it. Statutory suspension and tolling remain. This period does not apply to a continuing update obligation under section 6, to a statutory guarantee that cannot be excluded, or to Reserved Liability (clause 21.6). For those, the statutory period governs.

21.14 Court. Subject to mandatory exclusive jurisdiction, your proceedings, and Licensor's, may be brought only in the court with subject-matter jurisdiction for 8344 Bad Gleichenberg, Austria. This choice of court is separate from clause 17.1. It does not apply to a consumer or to a customer section 21 does not cover.

21.15 Indemnity for content. You will reimburse Licensor for amounts and reasonable defence costs from a third-party claim, only to the extent caused by your culpable use of unlawful content. The obligation does not cover a breach of this licence as such, a Software defect, or conduct for which Licensor is responsible. Licensor must notify you promptly, allow reasonable participation in the defence, and obtain your consent before settling a claim at your expense; consent must not be unreasonably withheld. This does not apply to Reserved Liability (clause 21.6).

21.16 High-risk use. You must not use the Software to control a nuclear facility, in aviation or air-traffic control, in life support, or in any use where a failure could cause death or serious injury. A breach of this clause is a material breach. The Schedule does not authorise a use this clause forbids.

21.17 A business trial. During a free trial, Licensor has no liability to you. This does not apply to Reserved Liability (clause 21.6).