Synkronizer End User License Agreement

Copyright © XL Consulting GmbH
Last Modified: September 2013
Version: 1.02

CONDITIONS OF USE

You agree and continue to agree to use our software in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out in this Agreement.

If you do not agree to the terms and conditions of this Agreement do not use or install Synkronizer, (the "SOFTWARE"):


SOFTWARE VERSIONS; TRIAL AND REGISTRED EDITIONS

The SOFTWARE exists in two editions: an "trial" and a "registered" edition. Both editions are subject to this Agreement. The "trial" edition can be downloaded for free from www.synkronizer.com . Important: Compared to the "registered" edition, the "trial" edition has only limited capabilities: It has full functionality but this functionality is only applicable to a limited range in the selected tables. Therefore, the outputs created by the "trial" edition might not be for further use than testing the functionality of the SOFTWARE. The intent of the "trial" edition is to demonstrate the SOFTWARE functionality, i.e., for testing the SOFTWARE.

In order to activate the "registered" edition, no further SOFTWARE download is required. However, in order to activate the "registered" edition a registration key is required. The registration key can be purchased on www.synkronizer.com for the fee prevailing at the time of the purchase. The required installation steps to complete the registration are described on www.synkronizer.com . Detailed installation steps will be sent by e-mail. With the completion of the registration the full capabilities of the SOFTWARE will be activated.


SCOPE OF LICENSE

The "registered" edition of the SOFTWARE may either be used by a single person who uses the SOFTWARE personally on up to two computers, or installed on a single computer such as a workstation, terminal or other device (hereinafter 'WORKSTATIONS') used non simultaneously by multiple people, but not both.

You may access the "registered" edition of the SOFTWARE through a network, provided that you have obtained individual licenses for the SOFTWARE covering all WORKSTATIONS that will access the SOFTWARE through the network. For instance, if 4 different WORKSTATIONS will access the SOFTWARE on the network, each WORKSTATION must have its own SOFTWARE license, regardless of whether they use the SOFTWARE at different times or concurrently.


TERMINATION

The License is effective until terminated. You may terminate this License at any time by permanently removing the SOFTWARE from all WORKSTATIONS together with any copies you may have. This Agreement, including the license to use the SOFTWARE, will terminate automatically if you fail to comply with any term or condition of this Agreement. In that case all your license keys for the SOFTWARE will be revoked. In case of termination for whatever reason no refunds are given.


ASSIGNMENT

The license is strictly personal and may only be transferred to another party after written notification and consent of XL Consulting GmbH.


OWNERSHIP

The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This non-exclusive license granted under this Agreement is not a sale of the SOFTWARE. XL Consulting GmbH retains all rights, interest, title in and ownership of the SOFTWARE and documentation, including all intellectual property rights. No title to the intellectual property in the SOFTWARE is transferred to you. You will not acquire rights to the SOFTWARE except as expressly set forth above.


NO REVERSE ENGINEERING AND OTHER RESTRICTIONS

You agree that you will not (and if you are a corporation, you will use your best efforts to prevent your employees and contractors from attempting to) reverse engineer, disassemble, (de)compile, modify, translate, investigate or otherwise study the SOFTWARE in whole or in part.

The SOFTWARE is licensed as a single product. Therefore its components may not be separated in any possible way.

You may copy the SOFTWARE for backup and archival purposes, provided that the copy you acquired as well as the copies you made are kept in your possession and that your installation and use of the SOFTWARE does not exceed your license.


COMPLIANCE WITH LAWS AND INDEMNIFICATION

You agree to use the SOFTWARE in a manner that applies to all applicable laws in the jurisdiction in which you use the SOFTWARE, including all intellectual property laws. You may not use the SOFTWARE in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. You agree to indemnify, defend, and hold harmless XL Consulting GmbH against losses, damages, expenses, (including reasonable attorneys' fees), fines, or claims arising from or relating to any claim that the SOFTWARE was used by you to violate, either directly or indirectly, another party's intellectual property rights.


LIMITED WARRANTY

All warranties under this Agreement are excluded. In particular, XL Consulting GmbH does not warrant that the SOFTWARE is fault tolerant or error free. You expressly acknowledge that the SOFTWARE and documentation are provided "as is". XL Consulting GmbH disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights with respect to the SOFTWARE or the accompanying documentation. Should the SOFTWARE prove defective, you (and not XL Consulting GmbH) assume the entire cost of all necessary servicing, repair or correction.


LIMITATION OF LIABILITY

Under this Agreement XL Consulting GmbH is liable solely for damage caused to you intentionally or by gross negligence on XL Consulting GmbH part. All further liability is excluded, insofar as this is permitted by law. In no event shall XL Consulting GmbH be liable to you for any consequential, special, incidental or indirect damages of any kind arising out of the use of the SOFTWARE, even if XL Consulting GmbH has been advised of the possibility of such damages. XL Consulting GmbH's liability for any claim, losses, damages or injury, whether caused by breach of contract, tort or any other theory of liability, shall not exceed the purchase price of the SOFTWARE.


EXPORT

You acknowledge that the laws and regulations of the involved countries (Switzerland, United States and possible involved other countries) may restrict the export and re-export of the SOFTWARE and documentation. You agree the SOFTWARE will not be exported or re-exported without the appropriate Swiss, U.S. or foreign government licenses. You also agree not to export the SOFTWARE (including over the Internet) into any country subject to Swiss, U.S. or other applicable embargo.


UPGRADES

XL Consulting GmbH reserves the right to charge an upgrade fee in the case of major new enhancements or additions to the SOFTWARE. You can then, at your option, upgrade to the latest version or continue to use the existing (older) version (presuming you have a Registered Version).


DISTRIBUTION

Provided that you contact XL Consulting GmbH to notify that you are distributing the "trial" edition, you are hereby licensed to make as many copies of the Evaluation Version of the SOFTWARE and documentation as you wish; give exact copies of the original "trial" edition to anyone; and distribute the "trial" edition of the SOFTWARE and documentation in its unmodified form via electronic and physical means (diskettes, CD-ROMs, DVDs, etc). There is no charge for any of the above. To distribute the "trial" edition please contact us first at www.synkronizer.com

You are specifically prohibited from charging, or requesting donations, for any such copies, however made.

The "registered" SOFTWARE and its license key cannot be redistributed. The license key is confidential and cannot be shared.


GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of, or in relation to, this Agreement, including the validity, invalidity, breach or termination thereof, shall be submitted to the exclusive jurisdiction of the Zurich Commercial Court.