gSyncing 1.0

EULA - End User License Agreement

End User Licence Agreement (EULA) and General Terms and Conditions (GTC)
of ASBYTE GmbH - hereinafter ASBYTE - Heilbronn, Germany.
PLEASE READ THIS END USER LICENCE AGREEMENT (EULA) CAREFULLY PRIOR TO STARTING OPERATION OF THE GSYNCING SOFTWARE. BY USING GSYNCING SOFTWARE, YOU DECLARE YOUR AGREEMENT WITH THIS EULA AND WITH THE FOLLOWING LICENSE CONTRACT. DO NOT USE THE SOFTWARE IF YOU DO NOT AGREE TO THE EULA AND TO THE CONDITIONS OF THE LICENSE CONTRACT. IF YOU DO NOT AGREE TO THE EULA OR TO THE CONDITIONS OF THE LICENCE CONTRACT, YOU MAY RETURN THE GSYNCING SOFTWARE, AGAINST REIMBURSEMENT OF THE PURCHASE PRICE, WHERE YOU ORIGINALLY BOUGHT IT. IF ACCESS TO THE GSYNCING SOFTWARE WAS OBTAINED BY ELECTRONIC MEANS, PLEASE CLICK "REJECT". IF YOU HAVE RECEIVED THE GSYNCING SOFTWARE WHEN PURCHASING HARDWARE, YOU WILL HAVE TO RETURN THE COMPLETE HARDWARE/SOFTWARE PACKAGE IN ORDER FOR THE PURCHASE PRICE TO BE ABLE TO BE REIMBURSED.
ASBYTE issues licences to end users under the following conditions:
one licence entitles the user exclusive use of the software on one computer / Windows user account according to the licence period;
for any further computer or Windows user account a separate licence is required;

General Terms and Conditions
I. Applicability
These General Terms and Conditions (hereinafter referred to as GTC) shall be applicable to all transactions concluded by ASBYTE relating to application software (standard software, custom-tailored standard software and custom-tailored software).
These GTC shall also apply to all future transactions, without the requirement of expressed agreements.
Deviating regulations, in particular general terms and conditions of trade used by the customer, shall only be deemed to have been agreed upon - even without an expressed objection by ASBYTE - if ASBYTE has expressly confirmed such terms in writing.
II. Offers and conclusion of contract
ASBYTE's offers shall be subject to confirmation, unless expressly agreed upon otherwise.
Illustrations and drawings as well as technical data in offers, leaflets and other information material are approximate values only, and therefore do not need to always correspond to state-of-the-art technology. Therefore, they shall not represent warranted or guaranteed characteristics, nor are they relevant with regard to the contractual determination of the object of performance and delivery. With regard to modifications due to technical progress, ASBYTE shall have the right to modify the program specifications provided that this does not result in substantial changes to the software functions. ASBYTE reserves its ownership rights and copyrights to offers, drawings and other documents; they may not be made available to third parties.
Orders shall only become binding for ASBYTE after a written order confirmation, unless ASBYTE has performed the order prior to such confirmation.
Unless agreed upon otherwise, or stated otherwise in an offer, the prices specified by ASBYTE shall be net prices, excluding packaging and excluding postage, freight and insurance. They do not include either value added tax or other taxes, customs duties, fees or state levies relating to the purchase of products by the customer.
III. Conclusion of the contract for online purchases
If ASBYTE products are bought through online shops, the contract is concluded as follows:
1. You download the installation file for the GSYNCING software to the relevant terminals and begin the installation by double-clicking this file.
2. Before the software is installed on the systems, you will have to approve of the EULA; otherwise, the installation will be aborted.
3. Upon conclusion of the installation process, the trial phase (test phase) will commence, during which the software can be tested. Should the software not appeal to you, you may cease utilization at any time during the test phase. Fees shall not be incurred.
4. At the latest, upon expiration of the test phase, you will have to purchase an annual license to be able to continue using the software. Otherwise, the functions will expire.
5. In the online shop, your order is processed through our trusted partner Share-It. You can choose yearly subscriptions (one license per terminal), and can purchase a standard utilization right to the GSYNCING software.
6. In order to purchase the licenses, you will need to enter your customer data into the input mask of the online shop. During the input process, you always have the possibility of correcting entered data.
7. Once you have entered all order data, you will receive an overview of the order. You will issue an offer for the conclusion of a contract by pressing the confirmation button (order now, continue to , complete order etc.). Orders are always subject to the exclusive application of these GTC.
8. The payment is carried out by our approved payment provider Share-It. You enter your payment data solely on the SSL secured page of Share-It. ASBYTE neither receives payment data nor saves or processes this. After successful payment, you will see the purchase confirmation page and receive an e-mail with the ordered license keys as well as a PDF invoice automatically. Therewith the order is completed.
9. By ordering annual licences, you agree on a subscription (recurring payment) with the payment provider. The payment provider will inform ASBYTE about each successive payment (yearly). ASBYTE will renew your annual licences automatically and inform you by e-mail. You can cancel the subscription agreement with the payment provider at any time! Please follow the instructions of the payment provider in such a case.
10. By the sending of the ordered licence keys, ASBYTE declares the acceptance of your offer, meaning that the contract is concluded.

IV. ASBYTE Money-Back Guarantee
1. The customer has the right, under Clause 2, to reclaim in full the purchase price already paid for GSYNCING products listed, by means of the ASBYTE money-back guarantee. The customer may contact ASBYTE Customer Service or the customer service of the authorized external payment service provider and partner Share-It. The customer must provide Share-It or ASBYTE the necessary data for the refund of the purchase price (e.g. bank details, customer data, etc.).
2. The ASBYTE 30-day money-back guarantee only applies to all GSYNCING products with a license period of more than 130 days. These include the annual and perpetual licenses.
3. The period in which the rights of the ASBYTE money-back guarantee can be exercised begin upon completion of the sale of said GSYNCING product. The date of completion of the purchase agreement is not included in the calculation of this period. The length of the period can be found in the online shop of ASBYTE.
4. Should the customer exercise the rights of the ASBYTE money-back guarantee, the license key will be disabled immediately for the respective GSYNCING product. The license key cannot be used after the deactivation.

V. Reservation of title
1. In relation to businesses (section 14 BGB - German Civil Code), we reserve the right to the delivered goods up until the time all claims from our business relations with the customer have been settled. For customers other than business, the delivered goods shall remain ASBYTE's property up until the time all payment obligations under this contract have been completely fulfilled.
2. Should the customer be in default with payment, he shall be obligated upon request to immediately delete the software or to return the software, to cease using the licence key(s) and furthermore, not make it available to third parties. A request to return the software shall only be considered as a rescission of the contract if ASBYTE expressly declares rescission in writing. Furthermore, the reserved-title goods shall be used elsewhere, whereby the proceeds will be set off against ASBYTE's claims against the customer.
VI. Copyrights
1. If application software is delivered, ASBYTE grants the customer a standard, non-exclusive and non-transferrable right to use the delivered programs upon payment of all invoices relating to the order.
2. The customer acknowledges that the delivered application software contains and/or represents patents, trademarks, business secrets, know-how and other intellectual property rights, and that ASBYTE or its suppliers are the owners of these rights. The customer expressly acknowledges that these rights will not be transferred to the customer through the sale or the delivery of products.
VII. Infringements upon property rights
1. ASBYTE asserts that, according to its knowledge, the delivered software is free of third party rights and that its utilization in accordance with the contract does not infringe upon third party property rights.
2. Should third parties assert claims against the customer due to infringements upon a property right due to the utilization of a product provided by ASBYTE, the customer shall immediately inform ASBYTE thereof in writing. ASBYTE shall, at its own discretion and at its own costs,fulfill such claims, defend against them, or settle such disputes by compromise. The customer shall be obligated to support ASBYTE during the defense in all reasonable ways. The customer shall grant ASBYTE the sole authority to make decisions with regard to legal defense and settlement negotiations. He shall grant ASBYTE the necessary powers of attorney in each individual case. ASBYTE is not liable for infringement of a copyright or industrial property right caused by the illegal sharing of data utilizing ASBYTE products.
3. Should ASBYTE reach the conviction that a product may become the object of a property rights objection, ASBYTE shall have the right, at its discretion:
to obtain for the customer, at ASBYTE's own costs, the right to continue to use the product,
to replace or modify the product at its own costs and to a reasonable extent, in order to avoid the infringement of third party rights,
to take back the software or parts thereof, and to reimburse the customer for the purchase price less a reasonable utilization fee.
4. The above obligations shall not be incumbent upon ASBYTE if the delivered goods or the delivered programs or parts thereof are modified by the customer, or if they are combined with programs or data not provided by ASBYTE, resulting in third party claims.
VIII. Acceptance
The functionality of application software is determined by means of a test run. Should ASBYTE, within 30 days (from installation), not receive a notification from the customer stating otherwise, the software shall be deemed to have been accepted. An acceptance declared towards the manufacturer or towards the supplier shall also be valid in the relations towards ASBYTE.
IX. Payment terms
1. Unless stated otherwise or agreed upon otherwise in writing, all prices shall be net. All shipping costs, in particular packaging, transport costs and transport insurance, as well as statutory value added tax shall be borne by the purchaser. Any subsequent claims admissible at the time of delivery, such as additional fees, public levies, increased customs duties and newly introduced taxes, e.g. all factors which may not have been able to be taken into consideration during the calculation of the offer prices, shall be deemed to have been agreed upon.
2. Unless otherwise agreed upon in writing, invoices shall be due for payment without deductions, immediately after receipt.
X. Warranty
1. ASBYTE guarantees an average annual accessibility of its servers of 98%. This shall not include times when the server is not accessible due to technical or other problems outside ASBYTE's scope of influence (such as force majeure or culpable acts by third parties etc.).
2. ASBYTE shall have the right to restrict access to the services if this is necessary in order to ensure the safety of the operation of the network, in order to maintain the network's integrity, in particular in order to avoid severe disturbances to the network, the software or to stored data.
3. Program errors in software developed by ASBYTE should be reported in writing, and should be specified and documented in such a way as to enable the examination of the contents of the issue. The customer is aware that program errors cannot be completely excluded using state-of-the-art technology. Therefore, such errors shall not represent defects as defined by laws. Program errors shall be eliminated by ASBYTE, free of charge during the warranty period, and against payment after its expiration. ASBYTE shall have three attempts to eliminate errors.
4. Furthermore, ASBYTE does not warrant the faultless operation of the programs with the agreed program functions and characteristics for all possible combinations of hardware and software.
5. Generally, warranty for application software shall be limited to the elimination of defects (e.g. ASBYTE shall have the right and the duty to eliminate defects in the programs). Should elimination fail repeatedly, and should it be unacceptable for the customer to allow further elimination attempts, he shall have the right to reduce the purchase price or to rescind the contract.
6. ASBYTE shall have the right to have elimination or re-delivery affected by third parties.
7. The warranty period for consumers shall be 24 months, for businesses 12 months, unless other agreements have been entered into. All warranty claims shall expire if the customer, whether himself or through third parties, interferes with the application software without expressed consultation with ASBYTE.
8. If material defects, program errors or program defects reported by the customer do not actually exist, the customer shall bear the costs incurred for the examination, if applicable, based on the valid ASBYTE cost rates.
9. ASBYTE shall be liable for elimination work or replacement parts to the same extent as for the original object of delivery, up until expiration of the warranty period applicable for the original object of delivery.
XI. Right of withdrawal - NOTE: No right of withdrawal for so-called download purchases
1. We would like to expressly stress that, pursuant to section 312d subsections 3 and 4 BGB, goods delivered by electronic means (for instance download purchases), such as software, are excluded from the right of withdrawal. In this respect, a right of withdrawal does not exist.
2. Insofar as goods are delivered in a tangible form, e.g. not in the form of download purchases, the following shall apply for consumers:

Information on the right of withdrawal

Right of withdrawal:
You are entitled to withdraw your contractual declaration within two weeks, without the necessity of stating reasons for this, in text form (e.g. letter, fax, e-mail), or - if the goods are delivered to you prior to the expiration of the deadline - by returning the goods.

The deadline shall commence upon receipt of this information in text form, however, for distance contracts (section 312b subsection 1 sentence 1 BGB) on the delivery of goods, not prior to receipt of the goods with the recipient (in case of repeated delivery of goods of similar kind, not prior to receipt of the first delivery),
for contracts in electronic business (section 312e subsection 1 sentence 1 BGB), no prior to fulfilment of our duties under section 312e subsection 1 sentence 1 BGB in connection with section 3 BGB-InfoV (Decree on information duties under civil law).

The timely dispatch of the withdrawal declaration or of the goods shall suffice to meet the deadline.

Withdrawal declarations are to be directed to:

Fa. ASBYTE GmbH
Weipertstr. 8-10
D-74076 Heilbronn
Germany

Tel.: (+49) (0) 7131 / 7669 - 550
E-mail: info@asbyte.com

End of information on the right of withdrawal

XII. Liability
1. Damage claims, irrespective of their nature, whether based on tort, on this contract or on a pre-contractual legal relation, shall only exist against ASBYTE in case of an intentional or grossly negligent violation of duties, unless the main contractual performance obligations or other cardinal duties (= duties which are essential for the contract or distinctive for the contract, such as the provision of the software) are violated.
2. Insofar as according to the aforementioned damage claims can also be considered for simple negligence, the amount of such damage claims shall be limited to the typical and foreseeable damage.
XIII. Export control regulations
1. The customer undertakes, if the offered or delivered goods are exported to a country outside the economic territory of the Federal Republic of Germany, not to violate the statutory provisions applicable at the time the goods are exported.
2. Insofar as the customer exports goods obtained from ASBYTE to a country outside the economic territory of the Federal Republic of Germany, he shall see to the compliance with all required approvals and the fulfilment of all orders, at his own costs and risk. In particular, the granting of export licenses and re-export licenses for goods subject to approval must be ensured.
3. Should necessary approvals or licences not be granted, or should necessary orders not be fulfilled, without the supplier having culpably contributed to this, the contractual relations between the purchaser and the supplier shall remain unaffected. Claims against the supplier may not be based on this.
XIV. Final provisions
1. The contract connected with these terms (including these GTC, the order confirmation and all other documents referred to in the contract) represent the complete agreement between the customer and ASBYTE with regard to the sale of products.
2. Modifications of, and amendments to, these agreements, as well as the waiver of rights from this agreement must be effected in text form (for instance e-mail, fax) or in writing. This shall also apply to modifications of the provision in the previous sentence. This contract is governed by the law of the Federal Republic of Germany. UN sales law (CISG) shall not apply.
3. The place of performance for all obligations under this contract shall be Heilbronn, Germany. In our relations with businesses (section 14 BGB), the place of jurisdiction for all disputes arising in connection with this agreement shall be Heilbronn, Germany. ASBYTE shall furthermore have the right to file a law suit against the other party at this party's place of residence, headquarters, or at the place of the subsidiary to which the objects purchased under this contract were delivered.
4. Should one provision in this contract be or become invalid or infeasible, this shall not affect the validity of the remainder of this agreement. The invalid or infeasible contractual provision shall be deemed to have been replaced by such valid and feasible provision which comes as close as possible to the economic purpose of the invalid or infeasible provision. This shall also apply to gaps in the contract.
Should you have any questions, please contact us via e-mail or send a letter to:

ASBYTE GmbH
Weipertstr. 8-10
D-74076 Heilbronn
Germany
Tel.: (+49) (0)7131 / 7669 - 550
E-mail: info@asbyte.com
Status as of November 2014
Copyright 2014 ASBYTE GmbH, Heilbronn, Germany. All rights reserved.

Trademarks

The name GSYNCING is a registered trademark of ASBYTE GmbH. All other product and company names may be trademarks of their respective manufacturers. Outlook is a registered trademark of Microsoft Corporation.