License Agreement

You should carefully read the following terms and conditions before using the Software. Use of this Software indicates your acceptance of this license agreement and warranty stipulation. As used in this License Agreement, "Company" shall refer to Synchronica Software GmbH, a corporation registered at the Amtsgericht Charlottenburg, Berlin, Germany, and its agents. As used in this License Agreement, "Customer" shall mean the individual or entity purchasing, using or installing the Synchronica Mobile Gateway (hereinafter also referred to as "Software"), together with any individual or entity on whose behalf said individual or entity is acting in purchasing, using or installing the Software.

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of these terms and conditions is deemed unlawful, void or unenforceable for any reason, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions.

This Agreement shall be governed by the laws of Germany excluding the United Nations Convention on Contracts for the Sale of Goods. Customer expressly agrees that exclusive jurisdiction for any claim or dispute with Company or relating in any way to Customer's purchase or use of the Software resides in Berlin, Germany.

This Agreement is effective until terminated. This Agreement will terminate automatically without notice from Company if Customer fails to comply with any provision contained herein or if the funds paid for the license are refunded or are not received. Upon termination, Customer must destroy the Software, and all copies of them, in part and in whole including modified copies, if any.

Software License and Notice of Copyright Protection

In consideration for the license fee paid , the license key issued by Company grants Customer a non-exclusive, transferable right to install and use the Software on a computer network at one location (server). Multiple installations of the Software or installation of the Software at a second location is not included in the purchase price, and will require the purchase of a separate license key for every installation. Customer may not sub-license, reproduce or distribute any license key except with the express written permission of the Company.

The number of different remote users that will be able to synchronize their data will be limited accordingly by the licensing option purchased - in order to add additional users, a separate license key will need to be purchased.

The Software as developed by Company and the accompanying materials are copyrighted and contain proprietary information. Unauthorized copying of the Software or accompanying materials even if modified, merged, or included with other software, or of the written materials, is expressly forbidden. Customer may be held legally responsible for any infringement of intellectual property rights that is caused or encouraged by Customer's failure to abide by the terms of this Agreement including the unauthorized reproduction or distribution of the software or license key information.

Disclaimer of Warranty

THIS SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF CUSTOMER'S USE OR INABILITY TO USE THE PRODUCT OR THE BREACH OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. COMPANY CANNOT ASSUME LIABILITY FOR ANY LOSSES DUE TO MALFUNCTION OF THE SOFTWARE. ANY LIABILITY OF COMPANY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF PURCHASE PRICE.

Privacy Policy

Synchronica Software GmbH collects and stores the billing information provided for the purpose of fulfilling customer orders, to maintain licensing information on the products it supplies to its customers, and to comply with any regulatory and accounting requirements. Synchronica may also use customer data to provide support services and to provide notifications of available software upgrades.

Synchronica does not sell, trade, or give away any account or licensing information to third parties.

Synchronica utilizes SSL technology to encrypt all data communicated during the online ordering process in order to protect the privacy of its customers. A cookie may be placed on the purchaser's computer during the ordering process for the purpose of session tracking; this information is automatically deleted once the purchaser's web browser has been closed.

Refund Policy

All requests for refund or credit must be made in writing within 30 days of receipt of the order. Requests made after 30 days will not be honored. Refunds will only be issued on the condition that the software be removed from all network and computer systems. Synchronica Software GmbH reserves the right to require the execution and delivery to Synchronica of a Destruction of Intellectual Property Affadavit prior to issuing a refund.

Synchronica reserves the right to resolve any claims regarding malfunction of the software by providing the licensee with a functional replacement of the software.

Annual Support Agreement

This Support Agreement describes the technical support services provided by Synchronica Software GmbH and its agents (hereinafter referred to as "Company") in conjunction with the purchase of a user license for the Synchronica Mobile Gateway (hereinafter also referred to as "Software") with Support Option and payment of the applicable fees for an Annual Support Agreement thereon.  Said purchaser of the Annual Support Agreement shall be referred to as "Customer" within this Agreement.

Services

Company agrees to provide the following services in under the terms of this Annual Support Agreement:

1. To develop (as needed) and provide Customer with the latest updates to the Software including bug fixes and work-arounds in order to assure that the Software functions as intended.
2. To provide technical assistance by Email in the resolution of difficulties in the installation, deployment and use of the Software.
3. To provide technical assistance by telephone during the hours of 9:00 and 17:00 Central European Time (GMT+1:00) Monday through Friday in the resolution of difficulties in the installation, deployment and use of the Software.
4. To deliver or make available technical documents relating to the deployment and use of the Software on the host system, as well as issues relating to the use of the SyncML data synchronization protocol from mobile devices.

Support Service Limitations

This Annual Support Agreement shall not be construed to include technical assistance under any of the following circumstances:

1. General issues relating to the purchase, installation and use of operating systems, servers, or any third-party products not directly related to the operation of the Software are not covered under this Agreement.
2. Issues relating to the purchase, configuration, operation, or troubleshooting of mobile devices, other than those issues directly related to the configuration and use of the SyncML data synchronization protocol in connection with the Software are not covered under this Agreement.
3. This Agreement does not include support services outside of the hours specified in Paragraph 3 under "Services", nor does it include on-site support, training, or customized programming.  If any such services are to be provided, additional charges will apply.
4. Company reserves the right to limit each telephone call to one hour and to limit each contact (telephone or electronic) to one incident, as defined as a single support issue or question.
5. Company reserves the right to limit the number of individuals eligible to receive customer support services under any one given support agreement.
6. Any requests for software assistance that Company deems to be abusive or fraudulent in its reasonable discretion, such as a high number of calls that concern previously resolved issues, repeated posing of questions to which the answer is readily found in the documentation, and discussion of issues that are not related to technical support are not covered under this Agreement.
7. Force Majeure. Company will not be liable for any failure or delay in performance, if such failure or delay is due to causes beyond its reasonable control including but not limited to common carrier outages, natural disasters, wars, or civil disturbances.
8. Issues resulting from use of the Software for which it was not intended, or due to any unauthorized alteration of the Software by the Customer are not covered under this Agreement.
9. Nonperformance of the Software where the number of users exceeds the specific license purchased is not covered under this Agreement.
10. This Agreement does not extend to demo, trial, or pre-release versions of the Software.

Responsibilities of Company

1. To provide assistance on a timely manner based on the urgency of the issue.  Email support inquiries shall be responded to within one business day.  Telephone support shall be available between the hours of 9:00 and 17:00 Central European Time (GMT+1:00) Monday through Friday.  These guidelines are intended response times; the actual resolution of any problem will depend on the particular issues involved, and thus cannot be guaranteed.
2. To log all requests for customer support.
3. To render corrections in the form of updates and bug fixes where necessary to assure the correct functioning of the Software as intended in a reasonable time frame.
4. To notify Customer of any updates, bug fixes, and work-arounds to the Software, and to make such updates available to Customer for download.
5. To hold any data obtained from Customer in the resolution of technical support issues strictly confidential.

Responsibilities of Customer

1. To use the Software within its intended guidelines.
2. To install the most recent available updates.
3. To maintain the operating environment under which the Software is installed as intended, with regard to hardware and operating system requirements and recommendations. Factors, such as the expected number of concurrent users, as well as third party applications that may place a heavy demand on system resources are to be taken into consideration. Appopriate equipment is recommended to reduce the risk of data loss due to electrical outages and fluctuations.
4. To make backup copies of all critical data on a regular basis, as well as prior to attempting any troubleshooting activities.
5. To utilize the synchronization log features provided by the Software, and to make such log data available to Company upon request in order to assist the support staff in troubleshooting software problems.
6. When intending to forward data to Company from any party not a part of this Agreement, to first obtain the necessary permissions to release such data from that party.  Customer shall act in accordance with all applicable privacy and intellectual property laws.
7. To provide the technical staff at Company with all significant information that may affect the operation of the Software, such as versions of operating systems, servers, mobile device makes and models, screen shots, recent changes in the operating environment, any unusual usage patterns, and any other information that may assist in troubleshooting problems with the Software. Customer shall use reasonable efforts to isolate and document the problem and the necessary steps to reproduce the problem.
8. To provide the technical staff at Company with up-to-date contact information including Email addresses, telephone and fax numbers, as well as provide Exchange Server URLs and account information when required for troubleshooting purposes.

Limitation of Liability

1. Company's support services are provided "as is", and Company disclaims any express or implied warranties of fitness for a particular purpose, quality, or merchantability.  Due to the wide variety of mobile devices available on the market, Company cannot guarantee the trouble-free operation of the Software with every possible device.  Furthermore, Company does not warrant that all software questions and problems can be resolved.
2. Company shall not be held liable for any loss of data suffered during the use of Company's support services.  Customer is expected to use prudent care in the protection of critical data including the performance of backups, especially prior to any troubleshooting activities.
3. This Annual Support Agreement does not augment or alter the warranties provided under the Software license agreement.

Terms

1. This Annual Support Agreement is provided for a period of 12 months, and will be automatically renewed on its anniversary date unless cancelled by either party not less than 30 days prior to its anniversary date.  The Annual Support Agreement may also be terminated by either party in case of a breach of the terms of the agreement.  Company may cancel this agreement without further notice due to nonpayment of the applicable support fees.
2. Any Software upgrades, updates, or bug fixes provided under this Agreement are to be construed as a replacement of the original licensed product, and shall not constitute the issuance of a new Software license.
3. Customer is responsible for payment of any taxes that may be applicable to this Annual Support Agreement.
4. Customer is responsible for any telephone and data transmission costs that may arise through the utilization of support services.
5. Customer is entitled to a refund within the first 30 days of the plan, provided that Customer has made no use of the within-described support services and has provided Company with a signed written request for cancellation of the Annual Support agreement.
6. This agreement shall be governed by the laws of Germany excluding the United Nations Convention on Contracts for the Sale of Goods. Exclusive jurisdiction of any claims arising under this Annual Support Agreement shall reside in Berlin, Germany.
7. This Agreement constitutes the entire agreement between the parties and may not be modified except in a writing signed by both parties. If any provision of these terms and conditions is deemed unlawful, void or unenforceable for any reason, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions.