End-User License Agreement for SimpleSYN (EULA)
Please read the End User License Agreement carefully before you start using SimpleSYN.
1 Content and conclusion of the contract
1.1 Parties and subject matter
The terms of this end user license agreement ("EULA") govern the legal relationship between the licensor
Torsten Leithold und Georg von Kries GbR
(“Licensor”) and its customers (“Licensee”) with respect to the perpetual (“Perpetual License”) or temporary ("Subscription") licensing of standard software and the provision of corresponding server services. The software that is licensed by the Licensor allows synchronization of Microsoft Outlook data between different devices according to the product description. The software is installed on computers of the Licensee ("Software"). In addition, the Licensor provides online services in connection with the use of the Software (“Server Services”) for the creation of encrypted connections (Session Initiation) and for forwarding of data packets (Relay Service), as well as other online services for the ease of setup and connection of devices (Autodiscovery).
This EULA shall also apply to any possibly existing apps for mobile devices (such as iOS, Android) or browser-based applications, as well as to all features included in the Software. The same applies to support services, which may also be part of the contract, depending on the agreed scope.
1.2 Conclusion and content of the contract
A paid contract in accordance with this EULA is concluded, if
- the Licensee runs through the web-based ordering process on the web page of the Licensor (https://www.simplesyn.net) and finishes the order by clicking on the “Order now” or similarly named button,
- the Licensee and Licensor sign a written purchase order,
- the Licensee ordered by phone and receives an order confirmation email or
- the Licensee places an order through an authorized distributor or retailer ("Partner"), during which the EULA is shown as part of the contract.
Details of the contract (e.g. selected software, features, usage period) will be set forth from the options chosen by the Licensee and the information of the Licensor or Partner in the ordering process, or from the purchase order (hereinafter all referred to as "Order", this EULA and the Order together hereinafter referred to as “Contract”).
A free contract, in accordance with the terms of this EULA between Licensor and the Licensee, is concluded by installing the free version of the Software ("Trial Version") or an incomplete pre-release version of the Software ("Beta Version").
1.3 Trial Version
This EULA shall also apply for the use of the Software in the test phase (Trial Version).
1.4 Beta Version
This EULA shall also apply for the use of any incomplete pre-release versions of the Software (Beta Version) (cf. section 11).
2 Product specification and activation of the Software
2.1 Product specification
The functions of the Software are derived from the product description available on the website at https://www.simplesyn.net, and in particular from the Software selected in the Order, as well from the range of functions specified in the Order (“Product Specification”). For the contractually agreed quality of Software and Server Services, the Product Specification is finally significantly, but not oral or written statements of the Licensor in advance of the conclusion of the contract. Some features and functions of the Software provided by the Licensor may include or depend on certain third-party products and services all of which may be subject to change by such third-parties. Accordingly, such features and functions may be modified or limited by the Licensor.
2.2 No guarantees
In case of doubt, guarantees regarding the quality or features made by the Licensor shall only be interpreted as such if they have been made in writing (including a signature) and are labelled “guarantee”.
The Licensor shall provide the Software to the Licensee as an electronic download.
After completion of the Order, the Licensee shall receive a license key which can be used to activate the Software. Once the license key has been activated, the rights of use and functionalities in accordance with the Contract shall be available to the Licensee.
Depending on the functionality specified in the Order the license key can be made available
- in the form of text or
- in binary form (license file).
3 Software rights of use
3.1 Non-exclusive right of use
The Licensor hereby grants the Licensee the non-exclusive, worldwide (subject to applicable export regulations; unless the Licensee is expressly granted a limited right to use the license only in a specific territory during the order process), non-transferable and not sub-licensable right to install, run and use the Software on Licensee’s computers within the limits of the scope of use specified in the Order and this EULA.
3.2 Term of use
In the case of Subscription, the rights of use granted under this agreement shall be limited in time to the term specified in the applicable Order (cf. section 10).
In the case of Trial Version, the rights of use granted under this agreement are limited to 30 days in time. The test phase cannot be extended by downloading or installing again.
In the case of Beta Version, the rights of use granted under this agreement can be restricted also temporally. The time of use arises from the duration shown in the Software.
3.3 Scope of use for licenses of the Software
The scope of the granted rights and the admissible scope of use (e.g. number of allowed installations, users and devices) for fee-based licenses of the Software – Subscription as well as Perpetual License – shall be set forth in the Contract. A license is required for each computer on which the Software should be installed. On a computer that several different users are using, an additional license of the Software is required for each user (Terminal Server).
3.4 Unauthorized use
Any use of the Software exceeding the contractually agreed scope of usage is expressly prohibited.
3.5 Source code
The rights of use granted shall not include any rights to the source code of the Software.
3.6 Modification and decompilation
The rights granted pursuant to this Contract shall not include any rights to the modification or decompilation of the Software. This shall not affect the Licensee's statutory rights, in particular pursuant to sec. 69e of the German Copyright Act (UrhG).
Markings of the Software, in particular, copyright notices, brands, serial number or similar must not be removed, modified or rendered illegible.
3.8 No provision to third parties
The Licensee shall not be entitled to give or provide the Software to third parties beyond the intended use; in particular, the Licensee shall not be entitled to sell, rent or license the Software.
3.9 Reservation of rights
As between the parties, the Licensor retains all right, title and interest in and to the Software (and any updates thereto provided by the Licensor) and in all copies, modifications and derivative works of the Software including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.
3.10 Right to audit and self-declaration
The Licensor may, at its sole discretion, conduct technical measures regarding the functionality of the Software and the Server Services in such a way that it may detect whether the contractually agreed scope of usage is being exceeded by the Licensee. Also, the Licensor may require the Licensee, at any time, to provide a self-declaration regarding its actual scope of use.
4 Server Services and other services provided by the Licensor
4.1 Server Services
Depending on the functionality of the Software, various Internet services are used by the Software:
- To establish a connection between different installations of the Software, the Software will communicate with servers on the Internet that are operated by the Licensor (Session Initiation).
- Should no direct connection between two installations of the Software or the Software and a device be possible, there may be also a transmission of encrypted packets through servers of the Licensor (Relay Service).
- A service that provides configuration data can be used to facilitate setting up devices (Autodiscovery).
4.1.1 Subject matter
The Licensor is willing to provide the Licensee the corresponding Server Services, as long as the Software is offered on the market. The Server Services may be unavailable from time to time due to technical difficulties or due to causes beyond the reasonable control of the Licensor. The Internet connection between the Licensee and the data center as well as the required hardware and software (e.g. PC, operating system) shall not be included in the services provided by the Licensor and shall be Licensee’s responsibility. The respective costs shall be borne by the Licensee.
In the case of a Subscription, the Server Services may be provided during the limited term of the Licensee’s Subscription to the Software.
Is the software is no longer offered on the market, the Licensor may cease to provide the Server Services. In this case, the Licensor will make arrangements, which allows a further operation of the Software without the Server Services. Here, a full retention of the feature set (e.g. synchronization over the Internet) cannot be guaranteed.
4.2 Installation and configuration
The Licensee shall be solely responsible for the installation and configuration of the Software. The Licensor is not responsible for any installation or configuration.
The Licensor’s only obligation for support services shall be to provide those specific support services set forth and described on the Order (if any), subject to Licensee’s payment in full for such support services. Voluntarily supplied support can be modified at any time by the Licensor or terminated. Statutory claims based on defects of the Licensee shall remain unaffected. Customer support is offered for the Software depending on the availability and the resources of the Licensor via the email address firstname.lastname@example.org. Replying to support requests is performed during normal business hours.
The Licensor shall provide an online retrievable user manual in German and English language. Further languages may be offered by the Licensor on a voluntary basis, at Licensor’s sole discretion. The documentation is available at https://www.simplesyn.net. As between the parties, Licensor retains all right, title and interest in and to such documentation and in all copies, modifications and derivative works thereof including, without limitation, all rights to patent, copyright, trade secret, trademark and other proprietary or intellectual property rights.
4.5 Minor Updates
The Licensor may, at its sole discretion, elect to provide Licensee with free minor updates of the Software for download. Minor updates may be marked by Licensor - in its sole discretion - by a change in the number behind the main version number (e.g. version X.1, X.2 or X.Y.1, X.Y.2). Minor updates may include the correction of errors as well as minor improvements of functions (e.g. optimizations in the program execution speed). The Licensor shall have no obligation to provide minor updates to the Licensee; provided, however, that if Licensor does elect to provide minor updates of the Software, then the Licensee shall be obligated to integrate the current update at its own cost into the then current version of the Software in use by Licensee. All rights of use set forth herein that are applicable to the Software shall also apply to all minor updates (cf. section 3).
4.6 Major Updates
Major updates of the Software are new versions of the Software, usually comprising more extensive modifications of the functions. Major updates may be marked by the Licensor - in its sole discretion - by a change of the main version number (e.g. version X.0, Y.0). The Licensor shall not be obligated to provide any major updates of the Software. In the event that the Licensor elects to provide any major updates of the Software, Licensor may require the Licensee to pay an additional fee for use of such major updates (except for Subscription) to the extent Licensee elects to license such major update. The Licensee is not obligated use any major update.
4.7 Changes to the services
The Licensor may change the Software as part of updates as well as the Server Services (including system requirements) for an important reason. In particular is such a reason, if the change is necessary due to
- a necessary adaptation required by applicable law,
- changes to applicable technical framework conditions (e.g. new encryption standards, new operating system, or new Microsoft Outlook version) or
- the protection of the system security.
5 Obligations and duties of the Licensee
5.1 Lawful usage
The Licensee shall use the Software and the Server Services only in accordance with the provisions of this Contract and in accordance with applicable laws and regulations and shall not infringe any third-party rights in connection with such use. When using the Software and Server Services, the Licensee shall, in particular, comply with all applicable data protection and export control provisions.
5.2 Export controls and economic sanctions
The Licensee acknowledges that the Software and related technical data and services (collectively Controlled Technology) are subject to the import and export control and economic sanctions laws of Germany, the European Union and the United States, specifically the U.S. Export Administration Regulations (EAR) and the laws of any country where Controlled Technology is imported or re-exported. The Licensee agrees to comply with all relevant laws and will not export, re-export, or transfer any Controlled Technology in contravention of German, EU or U.S. law nor to any restricted country, entity, or person for which an export license or other governmental approval is required.
The Licensee represents that it is not
- a Restricted Party;
- currently engaging in any transaction, activity or conduct that could result in a violation of applicable Sanctions and warrants that it will not make available the Controlled Technology directly or indirectly, to, or for the benefit of, any Restricted Party.
Section 5.2 shall only apply to the Licensee to the extent that the provisions herein would not result in
- any violation of, conflict with or liability under EU Regulation (EC) 2271/1996 or
- a violation or conflict with Section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or a similar antiboycott statute.
Restricted Party means any person
- designated on any Sanctions List,
- that is, or is part of, a governmental authority of a Sanctioned Territory,
- owned or controlled by, or acting on behalf of, any of the foregoing,
- located, organized, or resident in, or operating from, a Sanctioned Territory, or
- otherwise targeted under any Sanctions.
Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under Sanctions.
Sanctions means economic or financial sanctions or trade embargoes or other comprehensive prohibitions against transaction activity pursuant to anti-terrorism laws or export control laws imposed, administered or enforced from time to time by the US, EU, UN, Germany, or any country where Controlled Technology is imported or re-exported.
5.3 System requirements
The requirements for the Licensee’s software and hardware are specified in the manuals and the Product Specification (cf. section 2.1 and 4.4). The Licensee shall familiarize itself with the system requirements prior to using the Software and use the Software in accordance with these requirements.
The Licensee is aware that the Software directly accesses Microsoft Outlook data and also deletions are synchronized. The Licensee shall, before the use of the software and then regularly, create a backup of its Outlook data.
6 Confidentially and data protection
The products offered by the Licensor contain essential components (e.g. algorithms and logic), constituting confidential information and trade secrets. A disclosure of such information and trade secrets is therefore prohibited for the Licensee. They are also particularly protected by U.S., EU and international patent or copyright laws.
6.2 Data protection
7 Limitation of liability
7.1 Exclusion in certain cases
The Licensor shall be liable for damages in accordance with the statutory provisions, if such damages
- have been caused by the Licensor intentionally or grossly negligently, or
- have been caused by the Licensor by slight negligence and are due to breaches of duty which jeopardize the fulfillment of the purpose of this Contract, or due to a breach of duties the fulfillment of which would make the proper performance of this Contract possible in the first place and in the fulfillment of which the Licensee may trust (breach of material obligations).
Any further liability of the Licensor shall be excluded irrespective of the legal basis, unless the Licensor is mandatorily liable in accordance with the law, in particular due to injury to life, body or health of an individual, due to the provision of an express warranty, fraudulent concealment of a defect or due to the provisions of the German Product Liability Act. In particular, the liability of the Licensor in the event of data loss, which arose in the context of the operation of the Software, is excluded.
7.2 Limitation of the amount
In the case of sec. 7.1 sentence 1 (ii) (slightly negligent breach of material obligations), the Licensor shall only be subject to limited liability for damages that can be typically expected in the case of a contract of this type.
7.3 Employees and agents of the Licensor
The limitations of liability pursuant to sec. 7.1 and 7.2 shall also apply to claims against employees or agents of the Licensor.
8 Price or user fee, price changes and late payment
The terms of section 8 apply only when the order is processed directly by the Licensor. If ordering from a Partner, the rules of the respective Partner apply.
8.1 Price or user fee
8.1.1 Price for Perpetual License
In the case of Perpetual License, the Licensee shall pay the Licensor the price specified in the Order.
8.1.2 User fee for Subscription
In the case of a Subscription, the Licensee shall pay to the Licensor the recurring user fee specified in the Order for the rights of use to the Software and the provision of the Server Services, during the term of the Contract.
8.2 Due date
Unless otherwise specified in the Order, all prices and user fees shall be due with invoicing.
Unless otherwise specified in the Order, the Licensor shall invoice the price or user fee at the beginning of the Contract and, in case of a Subscription, subsequently at the beginning of each Renewal Term. The invoicing shall be done online via an email to the email address provided by the Licensee. The Licensee shall only be entitled to the delivery of an invoice by mail, if the Licensee requests the invoice from the Licensor and pays the respective fee specified in Licensor’s applicable price list.
8.4 Payment methods
The payment of the invoice amounts is made by prepayment/transfer to the bank account indicated in the invoice. Additional payment methods (e.g. SEPA direct debit or cheque) are shown in the order.
8.5 Prices, fees and taxes
The Licensee shall be required to pay all prices, charges and taxes specified in the Order according to the stipulated payment terms to the Licensor. Bank and credit card charges shall be borne by the Licensee. All prices, charges and taxes shall be payable immediately, in the currency specified on the Order.
8.6 Changes of the scope of use for Subscriptions
In the case of a Subscription, the Licensee shall have the right at any time to increase the ordered scope of use or to switch to a higher service package by entering into additional Order. Any reduction in use or a switch to a lower package, however, shall only be available at the expiration of the then applicable term (cf. section 10.1). In the case of an increase of the scope during the Initial Term or a Renewal Term, the additional fees shall be invoiced on a pro rata basis based on Licensor’s then current applicable price list.
8.7 Price changes for Subscriptions
In the case of a Subscription, the Licensor shall be entitled to reasonably increase the user fee effective as of the end of the Initial Term or any Renewal Term. The Licensor must announce the increase at least 28 calendar days beforehand. The Licensee may object to the increase within 14 calendar days of the announcement, in which case the Contract shall be terminated at the end of the respective Initial Term or Renewal Term. If the Licensee does not object, this shall be deemed as his consent to the increase. The Licensor shall inform the Licensee in its notification about this effect of non-objection.
8.8 Late payment
The statutory provisions, in particular sections 286 and 288 BGB, shall apply to the occurrence of default and default interest. In addition, the following provisions shall apply:
- Reminder fee. In the case of a second payment reminder, the Licensor shall be entitled to charge a suitable reminder fee.
- Suspension in case of default. If the Licensee defaults on the payment of the price or user fee, the Licensor shall be entitled to suspend the services temporarily (“Suspension”). However, the Licensor shall warn the Licensee of the Suspension reasonably in advance, e.g. via email or notifications in the Software. The Suspension shall not take place or respectively be stopped once the Licensee has made his payment in full. During the Suspension period, the Software cannot be used. The Licensee’s obligation to pay the price or user fee shall continue in effect during the Suspension period.
- Termination in case of default. The Licensor may terminate the Contract for cause if the Licensee defaults on the payment of the price or user fee and fails to cure the breach within fifteen (15) days of receiving notice from the Licensor. Termination is in addition to (and not in lieu of) any other rights and remedies available to Licensor hereunder or at law.
9 Warranty claims
9.1 Freedom from defects, quality and features
9.1.1 Perpetual License
The Licensor shall provide the Software free from any defects in quality and title.
The Licensor shall provide the Software free from any defects in quality and title and maintain it in a condition suitable for the contractual use during the term of the Contract.
9.2 Elimination of errors and defects
The Licensee shall report any errors and defects in the Software or the Server Services preferably via the web portal provided by the Licensor under https://www.simplesyn.net/en-US/support and shall, as far as this is possible and can be reasonably expected, explain the circumstances of the occurrence of the errors / defects in detail (e.g. screenshots, protocol data). The Licensor shall eliminate errors / defects within a reasonable period of time. The Licensor will be able to eliminate errors / defects in the form of updates and patches as long as the contractual scope of function is retained and the transfer does not lead to significant disadvantages. Installation expenses shall be borne by the Licensee. In addition, the Licensor shall be entitled to show the Licensee temporary ways for circumventing the errors / defects and eliminate the errors / defects at a later point in time through the adaptation of the Software or the Server Services, if the Licensee can reasonably be expected to accept such a temporary solution.
9.2.1 Rescission and reduction rights for Perpetual License
The Licensee may assert rescission and reduction rights only if the subsequent performance was unsuccessful.
9.2.2 Termination of Subscription
A termination by the Licensee in accordance with sec. 543 para. 2 sentence 1 no. 1 BGB due to the non-permission of the use in conformity with the Contract shall only be admissible if the Licensor had been given sufficient opportunities to eliminate the error / shortcoming and has failed to do so or the subsequent performance was unsuccessful.
9.3 Obligation to preserve
The obligation to preserve the Software does not include the adaptation of the Software to new operating systems or new operating system versions, the adaptation to the scope of functions of competing products or the establishment of compatibility with new data formats or major updates (main versions) of Microsoft Outlook.
9.4 Limitation period
Warranty claims shall expire within twelve (12) months. This shall not apply to warranty claims for which Licensor is inevitably liable in accordance with the law (e.g. in case of fraud, cf. section 7.1 sentence 2).
9.5 Initial impossibility for Subscription
The strict liability for initial defects in accordance with sec. 536a para. 1, alternative 1 BGB shall be excluded. This shall not affect any fault-based liability.
9.6 Statutory provisions
In addition, the statutory provisions regarding warranty claims shall apply subject to section 7.
10 Terms and termination in case of Subscription
10.1 Term and ordinary termination
Unless otherwise specified in the Order, the following shall apply in the case of the provision of the Software for a fee: If the Contract has an initial term of twelve (12) months (“Initial Term") it shall subsequently be renewed automatically for additional periods of twelve (12) month (each a “Renewal Term”), unless either party notifies the other party no less than twenty eight (28) days (“Notice Period”) prior to the end of the Initial Term or any Renewal Term that it has elected not to renew the Contract. If the Contract has an initial term of one month ("Initial Term") it shall subsequently be renewed automatically for additional periods of one month (each a “Renewal Term"), unless either party notifies the other party no less than fourteen (14) days ("Notice Period") prior to the end if the Initial Term or any Renewal Term that it has elected not to renew the Contract.
10.2 Termination for Breach
This shall not affect the right to a termination for good cause. Section 8.8 (iii) shall apply to Licensor’s termination right in case of late payment.
10.3 Termination notice
The termination must be made in writing (signed letter, telefax) or in text form (e.g. email). The Licensee shall address its termination notice to the Licensor at the contact addresses specified in https://www.simplesyn.net/en-US/imprint. The Licensor may also terminate the Contract by means of a respective notification within the Software.
If the Contract has been concluded with a Partner, the termination can be carried out in accordance with the stipulations of the respective Partner.
10.4 Consequences of the termination of the Contract
Upon the termination or expiration of the Contract, the Licensee shall delete the Software from its computers and refrain from any further use of the Software. Upon the termination or expiration of the Contract, the Licensor shall delete the customer data, unless the Licensor is obligated by law to store it. If a deletion is only possible with unreasonable efforts (e.g. in backups), the Licensor shall be entitled to lock the data. This shall not affect Licensor’s right to use data in accordance with section 6.2.
11 Additional terms for Beta Versions
If the present version of the Software is a "beta" pre-release version of the software (Beta Version), the software may be incomplete and contain inaccuracies or errors that may also lead to data loss. Beta Versions are clearly marked as such (e.g. by an addition in the title of the installation or the main window).
THE LICENSEE ACKNOWLEDGES AND EXPRESSLY AGREES THAT THE USE OF THE SOFTWARE IS AT ITS OWN RISK AND THAT THE LICENSEE BEARS THE ENTIRE RISK WITH RESPECT TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT.
Please send bug reports and feature requests to email@example.com.
12 Final provisions
12.1 Changes to the General Terms and Conditions
The Licensor shall be entitled to amend this EULA upon no less than six (6) weeks prior notice to the Licensee. Unless the Licensee notifies the Licensor in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from the Licensor then the amendment shall be deemed accepted by the Licensee. If, on the other hand, the Licensee notifies the Licensor in writing of its objection to such amendment within fifteen (15) days of its receipt of notice of such amendment from the Licensor then the Contract shall be continued under the existing terms without giving effect to such amendment.
12.2 Communication via email
Unless otherwise specified in this Contract, any notifications and declarations in connection with this Contract may also be made by email. To this end, the Licensor may use the email address the Licensee provided upon registration. The Licensee shall check his emails regularly and, if necessary, update the email address.
12.3 Applicable law
This Contract and any disputes in connection with it shall be exclusively governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods.
12.4 Place of jurisdiction
The exclusive place of jurisdiction shall be Hannover, Germany. The Licensor shall still be entitled to file a suit at the Licensee's domicile.
12.5 Language version
The original End User License Agreement is created in German. In the countries Germany, Austria and Switzerland, the German version will take precedence over the English version. In all other countries, the English version is authoritative. All other translations are for better understanding only. In case of doubt the German version is authoritative.
If any provision of this Contract is found partly or wholly illegal or unenforceable, such provision shall be enforced to the maximum extent permissible, and remaining provisions of this Contract shall remain in full force and effect. The same applies in the case of a contractual gap.
12.7 Exclusive application
This EULA shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing. This Contract, including all Orders hereto, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar instrument of the Licensee shall be of no force or effect, even if the purchase order or similar instrument is accepted by the Licensor.
How to contact the Licensor
creativbox.net - Internet Lösungen
Torsten Leithold & Georg von Kries GbR
Microsoft and Outlook are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries
All other trademarks are the property of their respective manufacturers.