(Perpetual, Server-Based, Proprietary)

Infinity Tools – Commercial License Agreement (Perpetual License)
Smart In Venture GmbH
Last Updated: 2025-12-25

1. Acceptance of Terms

By downloading, installing, activating, accessing, or using Infinity Tools and related components (the “Software”), you (“Licensee”) agree to be bound by this Commercial License Agreement (“Agreement”).
If you do not agree, do not install or use the Software.

If the Licensee is acting on behalf of an organization, the person accepting this Agreement represents that they have authority to bind the organization.

1.1 Definitions

“Licensor” means Smart In Venture GmbH, Gleueler Str. 245–249, 50935 Köln, Germany.
“Software” means Infinity Tools and all related software components, scripts, installers, updates (if provided), documentation, and accompanying materials.
“Server” means a physical machine or a virtual machine instance (“VM”), including cloud instances, that runs the Software. Each VM counts as one Server, even if multiple VMs run on the same host.
“Machine ID” means a unique identifier generated from system parameters to bind the Software license to a Server.
“License Seat” means the right to run the Software on one (1) Server.
“Documentation” means official manuals, instructions, product descriptions, and technical documentation published by the Licensor.

2. License Grant (Perpetual, Per Server)

Subject to full payment and continued compliance with this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable, proprietary, perpetual license to install and use the Software internally for business purposes only on the number of Servers corresponding to the purchased License Seats.

The Software is licensed, not sold. All rights not expressly granted are reserved by the Licensor.

3. License Scope and Activation (Node-Locked)

3.1 Per-Server Licensing
Each Server running the Software requires a dedicated License Seat.

3.2 Node-Locking / Machine Binding
The Licensor may require activation and may bind each License Seat to a specific Server via a Machine ID.
The Licensee may not circumvent, remove, disable, or interfere with licensing mechanisms.

3.3 Server Migration / Replacement
A License Seat may be reassigned to a replacement Server (e.g., due to hardware replacement, VM recreation, or migration) provided that:

the Software is removed and no longer used on the previous Server, and

the Licensee follows the Licensor’s re-hosting/transfer procedure (e.g., through a self-service portal or support request).

Unless otherwise agreed, the Licensor will allow reasonable transfers (e.g., up to two (2) transfers per License Seat per calendar year). Additional transfers may be subject to a service fee.

3.4 Audit / Verification
The Licensee shall keep accurate records of Servers on which the Software is installed. Upon reasonable request, the Licensee shall provide information necessary to verify compliance (e.g., list of Machine IDs), provided such request does not require disclosure of confidential business data unrelated to licensing.

4. Restrictions

The Licensee shall not, and shall not permit any third party to:

a) rent, lease, lend, sell, sublicense, distribute, or transfer the Software or License Seats,
b) make the Software available to third parties as a hosted service, managed service, SaaS, or for time-sharing, unless expressly permitted by a separate written agreement,
c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, except to the extent permitted by mandatory law,
d) modify, adapt, translate, or create derivative works of the Software (except configuration and permitted integrations),
e) remove or alter copyright notices, branding, or license enforcement mechanisms,
f) use the Software for any unlawful purpose or in violation of third-party rights.

5. Ownership and Intellectual Property

The Software and all associated intellectual property rights are and remain the exclusive property of the Licensor and/or its licensors.
No rights are granted except those expressly stated in this Agreement.

6. Updates, Upgrades, Maintenance, and Support

6.1 Perpetual License
This Agreement grants a perpetual license for the purchased License Seats. There is no annual billing requirement for the license itself.

6.2 Updates
The Licensor may, but is not obligated to, provide updates, bug fixes, upgrades, or new versions.
If updates are provided, they may be subject to conditions in your order, offer, or separate maintenance/support agreement.

6.3 Support
Support is not included unless explicitly purchased. Any support services are provided under the terms stated in the applicable order or support agreement.

7. Fees and Payment

7.1
The perpetual license fee is a one-time fee for the purchased License Seats, payable in full before activation or use unless otherwise agreed in writing.

7.2
All fees are non-refundable except as required by mandatory law or as explicitly stated in a separate refund policy.

8. Warranty Disclaimer

To the maximum extent permitted by applicable law, the Software is provided “as is.” The Licensor does not warrant uninterrupted operation, error-free performance, or fitness for a particular purpose, unless explicitly agreed.

For Consumers (if applicable), statutory warranty rights remain unaffected.

9. Limitation of Liability

To the maximum extent permitted by applicable law, the Licensor’s liability is limited as follows:

Unlimited liability for intent, gross negligence, and injury to life/body/health.

For slight negligence, liability only for breach of essential obligations and limited to foreseeable typical damage.

Liability is capped at the amount paid by the Licensee for the Software in the twelve (12) months preceding the event giving rise to the claim. For perpetual licenses, the cap is the license fee plus any paid support/maintenance fees within that 12-month period.

Nothing limits liability under mandatory law (e.g., product liability).

10. Data and Backups

The Licensee is solely responsible for maintaining appropriate backups and data protection measures. The Licensor is not liable for data loss beyond the extent permitted by applicable law and this Agreement.

11. Term and Termination

11.1 Perpetual Term
The license is perpetual unless terminated as set out below.

11.2 Termination for Cause
The Licensor may terminate this Agreement immediately if the Licensee materially breaches the license terms (including non-payment, overuse, or circumvention) and fails to cure within a reasonable period after notice (if cure is possible).

11.3 Effect of Termination
Upon termination, the Licensee must cease use of the Software, uninstall it, delete all copies, and confirm deletion in writing upon request.

12. Export Control / Sanctions (Optional but recommended)

The Licensee agrees to comply with applicable export control laws and sanctions regulations.

13. Governing Law and Venue

This Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
If the Licensee is a Business Customer, exclusive venue is Cologne, Germany. For Consumers, statutory venue rules apply and mandatory consumer protections remain unaffected.

14. Miscellaneous

14.1
If any provision is invalid, the remaining provisions remain in effect.

14.2
This Agreement constitutes the entire agreement regarding the Software license, unless superseded by a written agreement.

Smart In Venture GmbH
Gleueler Str. 245–249
50935 Köln, Germany
Tel.: +49 221 67002150
Fax: +49 221 67002151
Email: info@smartinventure.com

Company Website: www.smartinventure.com

Product Website: www.speedbits.io

CEO: Dr. Martin Weihrauch
Registered: Amtsgericht Köln HRB 109490
VAT ID: DE357398390