End User License Agreement
END-USER LICENSE AGREEMENT (EULA) – July 2015
Thank you for choosing Synqion. Please read the following end-user license agreement carefully before concluding the installation process and using the software. This software-end-user license agreement is a legal agreement between yourself (either between an individual or an individual company) and Synqion. It is not a sales contract. You must read the end-user license agreement and either accept or decline it before you can install and use the software. Clicking the "I accept" button is comparable to signing a written agreement. By clicking the "I accept" button or by installing or using the software you acknowledge that you have read and understood all terms and conditions of this agreement and that you agree to them by contract. If you have signed a separate contract with Synqion, which authorizes the use of the software, then this contract is valid for the use of the software. If the software has been fully or partially licensed by a third party for you (e.g. your employer, an individual or a company with whom you do business) your rights to use the software or to acquire additional services are subject to the terms and conditions of the agreement between Synqion and the third party regardless of whether the third party agrees to the terms and conditions of this end-user license agreement or to the terms and conditions of a separate written contract. If the software you install is free, beta or pre-release software, then the terms and conditions of this end-user license agreement apply, whether you (or a third party sponsoring your software) have a separate agreement with Synqion. Even if the software is sponsored by a third party, the Synqion and data security terms and conditions stated on our website www.synqion.com http://www.synqion.com/ are effective. You agree to the terms and conditions of these agreements, when you click the "I accept" button. By clicking the "I accept" button you also agree to the installation of bidirectional connections to a server as described in §8. If you install free or beta software, please note that the terms and conditions stated in §4 and §5, especially, come into effect. If you use the software on a computer that you share with other parties and one of the other parties installs a newer version of the software and accepts a newer version of this end-user license agreement, then you too agree to the newer version of this end-user license agreement.
The following definitions are used throughout the text:
- "Account" means a registration on the Synqion registration server. The account allows access to the Synqion registration server via a login.
- "Computer" means a personal computer or a personal computing device (PDA, Smartphone).
- "Delivery Date" means (i) in case the software requires an activation key, the date on which Synqion sends or gives access to the key and (ii) in the case the software does not require an activation key, the date on which Synqion sends a CD, disc or file containing the software.
- "Documentation" means online help text and/or manuals available with the software.
- "End-User, User" means you and any other person, who uses the software allowed by you.
- "Free" – software means software or parts thereof, which are at the disposal of the end-user permanently or for a limited period of time free of charge.
- "Hosted Services" means any kind of server based services, that are made available by Synqion or Synqion partners.
- "Services" refers to hosted services, software maintenance, support services (including deployment support services) and other services that Synqion or Synqion partners may offer and are related to the software.
"Software" means the software attached to this end-user license agreement, as a runnable program, along with any of the following components that could be a part of it or that are made available by Synqion for use:
- Tools, toolsets, "skins" and other software applications or components;
- Graphics, photos, audio- and video material;
- Updates or upgrades of the above mentioned software and components covered by this end-user license agreement.
- "Trademark" refers to the document available on the website, which describes specific terms and conditions regarding the application of Synqion. This document can be amended by Synqion at any time.
- "Update" refers to the bug-fixes, patches or other revisions or modifications of the software that Synqion makes available to you or any other end-user including what Synqion usually makes available to customers that subscribe to software maintenance. An update can usually be identified by a number and/or a letter change to the right of the decimal digit in the version number of the product. Updates do not include upgrades.
- "Upgrade" refers to the main release of software at Synqion's own discretion.
- "Website" means the Synqion website with the following web address: www.synqion.com.
- “Private use” of Synqion services and software is defined as any use of Synqion that does not result in any indirect or direct financial gain for all parties involved.
The software is licensed, not sold. You acknowledge that the software (including any changes to it that you may request or suggest) is the property of Synqion and/or its licensors. Resources, each copy of them, and all associated intellectual property rights embodied in or represented by them remain the property of Synqion and/or its licensee at all times as well as with all other rights that are not explicitly granted to you under this End-User License Agreement.
3. LICENSE GRANT
Synqion grants you an unlimited or limited, non-exclusive license to install and use, only in object code format (a runnable program), provided you comply with all the terms and conditions of this End-User License Agreement.
- Software. According to the terms and conditions of this agreement Synqion allows you to install the software on one computer. If you have bought a number of licensed copies, then you may respectively only allow one user to install one copy on a computer. Herewith you assume all obligations connected to the use of the software by the end-user and the compliance with the terms and conditions of this end-user license agreement. If the software that you install is trial or beta software then your rights are limited as described in §4 and §5. You are solely allowed to create a copy for security or archiving reasons.
- Hosted Services. The use of hosted services is not part of this end-user license agreement. For hosted services there is a different set of terms and conditions.
- Registration Services. To use the software you must register with the Synqion registration service via the internet. The license includes the right to use the Registration Service in order to invite other users. Data received during registration is handled according to the data security regulations stated in on the Synqion website.
- Server Use. You may install the permitted number of copies of the software (except FREE Software) on computer file servers within your internal network only for use of the software initiated by an individual from a computer within the same internal network. The total number of users (not the concurrent number of users) able to use the software on such computer file servers may not exceed the permitted number. By way of example, the foregoing does not permit you to install or access (either directly or through commands, data or instructions) the software: from or to a computer not part of your internal network; for enabling web hosted workgroups or services available to the public; by any individual or entity to use, download, copy or otherwise benefit from the functionality of the software, as a component of a system, workflow or service accessible by more than the permitted number of users, or for operations not initiated by an individual user (e.g., automated server processing), unless licensed to do so by Synqion.
4. FREE SOFTWARE
If the software is labelled "free" (or a similar name), then your rights are limited as described in this paragraph. You may use the software (or similar services, which Synqion offers you) in line with the terms and conditions of this end-user license agreement until you infringe on the terms and conditions of this end-user license agreement or until Synqion recalls the software, which Synqion is entitled to do at any time and without notice. Considering the fact, that free software is made available free of charge, Synqion does not accept limited liability as described below in § 9 and neither Synqion nor a third party will accept liability for damages incurred by free software as described below in § 10 (b). The free software may display a banner advertisement, to finance the free services, at the discretion of Synqion. At no time what so ever will personal information of the user or computer be transmitted to any third party, in this case the advertiser. No cookies will be installed and Synqion will make each click on the banner anonymous through its own proxy server. Ad free software is available for a cost. Free software may have a feature that deactivates the software automatically, changes its functionality and/or informs you of restrictions in the usage after a predefined period of time. Synqion reserves the right to stop supporting so called free software at any time without notification. Hereby the granted user license is terminated.
5. BETA SOFTWARE
- Use. If you use Beta software then you may only use the software in accordance with the terms and conditions of this end-user license agreement (and all related services that Synqion makes available) for internal tests or to test the compatibility of your own product or of another product (or other products) that operate in connection with the software. The software may be used until (i) 120 days after the delivery date, (ii) the date of commercial release of the non-beta version or (iii) 10 days after we inform you in writing of the termination of the right to use the software. You are not allowed to use the software in an active working environment where the use is as a commercially released product or in connection with data files that are not sufficiently secured. You are not allowed to use the software for benchmark or performance tests.
- Recognition and additional limited guarantee and no warranty clause. You recognize that all software marked beta software can contain mistakes, may malfunction or that not all functions are available and that it can disrupt the functionality of other software applications and that it may cause errors e.g. data loss or similar problems. WE DO NOT RECOMMEND YOU INSTALL BETA SOFTWARE ON A COMPUTER ON WHICH YOU HAVE INSTALLED PREVIOUS VERSIONS. YOU SHOULD NOT INSTALL BETA SOFTWARE ON A COMPUTER ON WHICH YOU HAVE INSTALLED PREVIOUS VERSIONS WITHOUT ASSURING THAT THE COMPUTER CONFIGURATION DOES NOT ALLOW THE BETA SOFTWARE TO REPLACE THE FORMER VERSION. As the beta software is free of charge Synqion does not accept any limited guarantee/liability as described in § 9 related to beta software.
- Feedback. You agree to send Synqion sensible suggestions, comments and feedback about the software concerning functionality, failure report and results of software tests (in general: "feedback"). You allow Synqion on the basis of your intangible property rights the following worldwide, non-exclusive, unlimited, irrevocable, license-free, fully paid rights:
- to use, copy or change your feedback and use it as part of the product, the technology, the services, the specification or other documentation of Synqion (consolidated: "Synqion offer").
- to publicly exhibit the feedback, import, transfer, market, license, sell or lease it or to use copies of the feedback as part of the Synqion offer.
- to license the above mentioned rights to a third party solely in relation to your copy rights and trade secret rights.
- to sublicense any kind of patent or claim owned or licensed by you. Due to the development work Synqion cannot guarantee that certain mistakes or discrepancies of the product can be eliminated.
- Confidentiality. All beta software, including its existence and functions and related information is copyrighted and confidential information of Synqion. You agree not to disclose any beta software or any documentation or related information of any kind (including software functions or application and test results) to third parties or to allow them access to these. This applies for one year after delivery date of the software or until commercial release. Afterwards you agree not to disclose any information concerning the software to third parties or allow them access to these that have not been publicized by Synqion at the time of commercial release. These restrictions do not apply to information that (a) is publicly known at the time of commercial release; (b) has been legitimately acquired by third parties, that are not bound to confidentiality; (c) has been printed or made available to the public by Synqion in other ways; (d) have been generated by you before you received the information and this can be proven according to your records; or that (e) is requested by the law, by governmental orders or by court orders, provided that Synqion has been duly informed in time before publication in writing and that you follow secured regulations.
- Support and maintenance. Synqion is not obliged to provide technical maintenance or support or updates for beta software. Any software supplements that are made available to you with beta software are subject to the terms and conditions of this end-user license agreement. In no way is Synqion obliged to provide you with a released commercial version of the software for your participation in testing the program. Synqion is not obliged to make beta software available to the commercial market.
You agree to the following limitations and restrictions and make sure that others (including the end user whose software you sponsor) do not infringe the terms and conditions of this End-User License Agreement.
- Copying, distribution and usage. You are not allowed to copy the software unless in connection with the installation or for safety and archive reasons. You are not allowed to sell, lease, loan, sublicense or distribute the software and the activation key(s) or use the software or allow third parties to install the software or enable them direct or indirect access to the software or to the functionality of the software or the activation key(s) other than stated in this end-user license agreement.
- Proprietary rights. You are not allowed to modify or remove the copy right, the trademark, and the patent or other trademarked information contained in or on the software.
- Re-engineering, decompiling and disassembly. You are not allowed to re-engineer, decompile, disassemble the software or try in any other way to find out the source code – with exception and only if such activities are allowed by law. You agree to request written information that Synqion has no possibility of sending you an appropriate software module before trying to attain such compatibility.
- Modifications and derived versions. You are not allowed to modify the software or to create derived versions.
- Unauthorized intervention of certain functions. You are not allowed to modify, switch off, damage, evade, delete, deactivate or interfere with the following functions of the software:
- those that assert the limits and limitations of the license
- technical functions
- statistical information concerning the software
- Use of former versions. You are not allowed to continue using former versions of the software after you have installed an upgrade or an update of the software that substitutes the software entirely.
- Contents, use of internet pages and data traffic. The user is not allowed to infringe legal bans, morality and the rights of others with form, content or intended purpose of the data to be transferred or with the stored data of the hosted services. The user especially agrees not to transfer any data containing pornographic elements, glorifying violence, or used or neither sedition nor data that evokes felonies or instruct these. The customer is not allowed to send or store any data on the hosted services media that in its form and character (virus) or size and duplication (e.g. spamming) may jeopardize the data net or cause damages on the computer of the addressee. Should Synqion acquire knowledge that transferred and stored data infringe on the above mentioned prohibitions, laws, morality or the rights of third persons, then Synqion has the right to terminate access. The user is liable for all damages arising from these infringements and is indemnified from all claims by third persons.
- Activation keys. Every software activation key and account is exclusively for your personal use (or for the use of another end user for whom you have applied for and installed a license). You (and your licensed end user) are solely responsible for the nondisclosure and the security of the activation key(s) and account(s). You have the sole responsibility and liability for the use of your activation key(s) or your account(s) and for activities that take place via your activation key(s) or your account(s).You agree to notify Synqion immediately about any unauthorized access to or use of your activation key(s) or accounts. The software contains technological functions, which prevent the unlicensed and illegal use. You agree that we are allowed to use these functions.
- Use of the software. If you are a software developer developing products or applications with the software you may use the software complying with the terms and conditions of this end-user license agreement. For the use of the internal API (application programming interface) a separate agreement is needed. You can receive this on request via email@example.com.
7. SERVICE AND SUPPORT
Technical support for the software can be found under the help or settings menus of the software and on the website. If no extended support has been agreed upon, then only the above mentioned support is available. Synqion or Synqion partners offer extended support with costs. Independent of whether you subscribe to a service and support offer or not Synqion reserves the right – if Synqion thinks need be – to make updates or additions available via automatic download in order to guarantee the correct functionality of the software. Expert technical information that you give Synqion in connection with support services may be used by Synqion for business purposes, including product- and service development.
8. CONSENT TO THE SETTING UP OF BIDIRECTIONAL CONNECTIONS TO A SERVER
Data exchange can take place whenever the software runs on the computer, whether you are active in a Space or not or when you use the software actively. This Space is used for data exchange and is utilized by other users. You acknowledge and agree that the software establishes such bidirectional connections to a server and exchanges data and you agree that Synqion is not responsible for any behavior or transferred data of a party (or from your computer), that is transmitted to you or your computer after you have installed the software or made use of any services.
9. DATA DELETION AND REALLOCATION OF USERNAMES
- In the case Synqion provides free hosting services, it reserves the right to delete personal stored documents and data on the server without further notification, in the case that you did not go online for at least 90 days and connected to the server.
- Username and data deletion requests shall be processed in a timely manner. Sales documents (e.g. invoice information) shall be retained in accordance with the legal German commercial data retention requirements.
- Usernames that have been deleted remain free for reallocation and are available to new customers
10. LIMITED GUARANTEE AND LIABILITY
- Synqion guarantees that the software (including all types of updates for which Synqion does not demand that you follow the rules and regulations of an extra agreement) and documentation will largely function upon delivery date according to the rules and regulations of the country you live in. In return for the violation of this liability Synqion will – as it sees fit – either exchange or repair the software. Synqion is not responsible for any violation against the liability that was not reported during the guarantee period. In addition, Synqion cannot be made responsible for any defect of the software caused by modification, misuse or damage undertaken by you or a third party; or for defects arising from hardware or network configuration or interferences or from software or services rendered by third parties. This guarantee does not apply to software that is covered by §4 or §5 of this end-user license agreement.
- Hosted services are offered by Synqion partners or in case of WebDAV or FTP servers by independent third parties. These hosted services are not part of this end-user license agreement.
- Synqion registration service guarantees that it is available for at least 99.8% of the time on an annual average according to the conditions of this end-user license agreement, apart from the breaks caused by force majeure (as defined below) and announced servicing periods. Servicing periods consist of (i) regular monthly maintenance hours that may not exceed 2 hours per month and (ii) and special maintenance hours, that may each not exceed 2 hours and in total no more than 4 hours per quarter year and provided that Synqion's support department gives at least a 14-day notice for each special maintenance period per e-mail. You acknowledge that Synqion registration services are reliant on the services of third parties, who supply the connectivity to the internet and as the internet is not owned or controlled by any party Synqion cannot guarantee that any user may have access to the registration services at any time, or that access and connectivity are complete, safe and error-free. Force majeure refers to acts or circumstances outside the reasonable control of Synqion and that do not allow Synqion to follow its obligations or that do not let these obligations appear sensible, including but not restricted to strikes, lock/outs and other disturbances of the work services, unit breakdowns, electricity or communications break downs, provider break downs, political and governmental restrictions (including restrictions of exports, imports and other licenses), extreme weather conditions or natural disasters, vandalism, civil riots, agitation, war or terrorist actions. The warranty does not apply to the registration services, which were offered to you in connection with beta software or with software, which was offered free of charge to you in connection with Synqion sales or marketing programs.
- Apart from the limited warranty as described in §9(a) Synqion and its partners and distributors disclaim any guarantees concerning software and services and all products of third parties, that you or other end-users use in connection with software or services, whether explicit or implicit, including any implicated warranties of merchantability. Synqion especially does not declare that the software or the services are error-free, that they will function failure-free, that they are or will be complete or can interoperate with software or services rendered by third parties. Unless you have subscribed hosted services, that guarantee a certain level of service and/or a fixed period of service (as described in a separate agreement or in a formal offer on a website, and then only in the described extent) then you agree that all hosted services are provided to you on an "as is" and "as available" basis and are cancelable at any time without any reason. Hosted services are offered by Synqion. Here the special terms and conditions of the partners apply. You can find a list of the partners on the Synqion website. Software and services are not to be used in dangerous areas that must remain absolutely free of disturbances e.g. nuclear grounds, aircraft navigation or communication, air traffic control, direct "life support devices", weapons, defense systems where disturbances may cause human injuries, death, damages to property or environment. Synqion rejects any rights to compensation, if the software is used in above mentioned cases.
11. EXCLUSION OF COMPENSATION AND LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, neither Synqion nor any of its directors or employees will be liable to you or other end-users for any direct, incidental, special, consequential or punitive damages that may arise due to this end-user license agreement or in connection to the software or services associated to this end user license agreement (including, without limitation, damages for loss of business interruption, business profits, loss of business, loss of business information, or other pecuniary loss).