End User Licence Agreement (EULA) and General Terms and Conditions (GTC)

of SYNCING.NET Technologies GmbH – hereinafter SYNCING.NET – Heilbronn, Germany.

PLEASE READ THIS END USER LICENCE AGREEMENT (EULA) CAREFULLY PRIOR TO STARTING OPERATION OF THE SYNCING.NET SOFTWARE. BY USING SYNCING.NET SOFTWARE, YOU DECLARE YOUR AGREEMENT WITH THIS EULA AND WITH THE FOLLOWING LICENCE CONTRACT. DO NOT USE THE SOFTWARE IF YOU DO NOT AGREE TO THE EULA AND TO THE CONDITIONS OF THE LICENCE CONTRACT. IF YOU DO NOT AGREE TO THE EULA OR TO THE CONDITIONS OF THE LICENCE CONTRACT, YOU MAY RETURN THE SYNCING.NET SOFTWARE, AGAINST REIMBURSEMENT OF THE PURCHASE PRICE, AT THE PLACE, AT WHICH YOU ORIGINALLY BOUGHT IT. IF ACCESS TO THE SYNCING.NET SOFTWARE WAS OBTAINED BY ELECTRONIC MEANS, PLEASE CLICK "REJECT". IF YOU HAVE RECEIVED THE SYNCING.NET 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.

SYNCING.NET issues licences to end users under following conditions:

• One licence eligibles to the exclusively use of the software on one computer according to the licence period;
• For any further computer a separate licence is required;
• The functional restrictions of the licensed Edition shall be considered.

SYNCING.NET offers two types of licence:

Permanent licence
The purchase of permanent licences entitles the user (you) to use the licensed major version (e.g. 2.x) for an indefinite period of time, in accordance with the following general terms and conditions, provided that the software is still being offered by SYNCING.NET on the market. Minor updates (e.g. 2.1, 2.5 etc.) can be obtained free of charge. Major upgrades (e.g. from 2.5 to 3.0) will be offered free of charge for a period of 2 years beginning with the date of purchase. SYNCING.NET shall have a special termination right for permanent licences if the software version is no longer offered on the market by SYNCING.NET.

Annual licence (Subscription licence)
The annual licence entitles the user (you) to use the software for a period of one year. By ordering an annual licence, the one-year license period starts, and you agree on a subscription payment. If your subscription is still active, the validity of your licences will be renewed for a further year, unless the software is no longer offered on the market by SYNCING.NET. In such a case, SYNCING.NET shall be entitled to cancel all active subscriptions. The annual subscription comprises all minor updates (e.g. 2.1, 2.5 etc.) and all major upgrades (e.g. from 2.5 to 3.0). Existing networks (workgroups) can be continued by simply extending the licence. In order to extend the licence, the annual licence list price at the time of subscription setup is to be paid again. If the subscription is canceled, the utilisation rights and the licence functions will cease upon expiry of the licence period.

SYNCING.NET offers three Editions of its software:

Professional Edition
The Professional Edition allows the synchronization of up to 1,500 Outlook folders in up to 25 Outlook networks respectively workgroups on up to 25 computers. Subfolders are equal to folders. One Outlook network respectively workgroup can consist of folders from the same Outlook data file (PST file) only. Furthermore, the Professional Edition contains the functionality of the File Sharing Edition (see below).

Home Edition
The Home Edition allows the synchronization of up to 100 Outlook folders in one Outlook network respectively workgroup on up to three computers. Subfolders are equal to folders. One Outlook network respectively workgroup can consist of folders from the same Outlook data file (PST file) only. Furthermore, the Home Edition contains the functionality of the File Sharing Edition (see below).

File Sharing Edition
The File Sharing Edition allows the synchronization of up to 25 file folders on up to 25 computers. One file folder, including all contained files and subfolders, stands for a so-called file sharing network rather a file sharing workgroup. Some system folders as system drives cannot be part of a file sharing network.

General Terms and Conditions

I. Applicability

These General Terms and Conditions (hereinafter referred to as GTC) shall be applicable to all transactions concluded by SYNCING.NET 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 – even without an expressed objection by SYNCING.NET – if SYNCING.NET has expressly confirmed such terms in writing.

II. Offers and conclusion of contract

SYNCING.NET's offers shall be subject to confirmation, unless expressly agreed 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, SYNCING.NET shall have the right to modify the programme specifications provided that this does not result in substantial changes to the software functions. SYNCING.NET 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 SYNCING.NET after a written order confirmation, unless SYNCING.NET has performed the order prior to such confirmation.

Unless agreed otherwise, or stated otherwise in an offer, the prices specified by SYNCING.NET 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 SYNCING.NET products are bought through online shops, the contract is concluded as follows:

1. You download the installation file for the SYNCING.NET software to the relevant terminals, and start 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 for a period of 30 days. Should the software not appeal to you, you may cease utilisation at any time during the test phase. Fees shall not be incurred.
4. At the latest upon expiry of the test phase, you will have to purchase an annual or a permanent licence to be able to continue to use the software. Otherwise, the functions will expire.
5. In the online shop, you can choose between annual and permanent licences (one licence per terminal), and can purchase a standard utilisation right to the SYNCING.NET software.
6. In order to purchase the licences, you 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 an approved payment provider. You enter your payment data solely on the SSL secured page of the payment provider. SYNCING.NET neither receives payment data nor saves or processes this. After successful payment, you will return to our online shop 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 SYNCING.NET about each following payment (yearly). SYNCING.NET will renew your annual licences automatically and inform you by email. You can cancel the subscription agreement with the payment provider any time! Please follow the instructions of the payment provider in such a case.
10. By the sending of the ordered licence keys, SYNCING.NET declares the acceptance of your offer, meaning that the contract is concluded.

IV. Reservation of title

1. In our relations 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 SYNCING.NET'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 and to 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 SYNCING.NET expressly declares rescission in writing. Furthermore, the reserved-title goods shall be used elsewhere, whereby the proceeds will be set off against SYNCING.NET's claims against the customer.

V. Copyrights

1. If application software is delivered, SYNCING.NET grants the customer a standard, non-exclusive and non-transferrable right to use the delivered programmes 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 SYNCING.NET 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.

VI. Infringements upon property rights

1. SYNCING.NET asserts that, according to its knowledge, the delivered software is free of third party rights and that its utilisation 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 utilisation of a product provided by SYNCING.NET, the customer shall immediately inform SYNCING.NET thereof in writing. SYNCING.NET shall, at its own discretion and at its own costs, either fulfil such claims, defend against them, or settle such disputes by compromise. The customer shall be obligated to support SYNCING.NET during the defence in all reasonable ways. The customer shall grant SYNCING.NET the sole authority to make decisions with regard to legal defence and settlement negotiations. He shall grant SYNCING.NET the necessary powers of attorney in each individual case. SYNCING.NET is not liable for infringement of a copyright or industrial property right caused by the illegal sharing of data utilizing SYNCING.NET products.
3. Should SYNCING.NET reach the conviction that a product may become the object of a property rights objection, SYNCING.NET shall have the right, at its discretion:
• to obtain for the customer, at SYNCING.NET'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 utilisation fee.
4. The above obligations shall not be incumbent upon SYNCING.NET if the delivered goods or the delivered programmes or parts thereof are modified by the customer, or if they are combined with programmes or data not provided by SYNCING.NET, resulting in third party claims.

VII. Acceptance

The functionability of application software is determined by means of a test run. Should SYNCING.NET 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 SYNCING.NET.

VIII. Payment terms

1. Unless stated otherwise, or agreed 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, i.e. 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.
2. Unless otherwise agreed in writing, invoices shall be due for payment without deductions, immediately after receipt.

IX. Warranty

1. SYNCING.NET 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 SYNCING.NET's scope of influence (such as force majeure or culpable acts by third parties etc.).
2. SYNCING.NET 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. Programme errors in software developed by SYNCING.NET should be reported in writing, and should be specified and documented in such a way as to enable the examination as regards content. The customer is aware that programme errors cannot be completely excluded using state-of-the-art technology. Therefore, such errors shall not represent defects as defined by laws. Programme errors shall be eliminated by SYNCING.NET, free of charge during the warranty period, and against payment after its expiry. SYNCING.NET shall have three attempts to eliminate errors.
4. Furthermore, SYNCING.NET does not warrant the faultless operation of the programmes with the agreed programme 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 (i.e. SYNCING.NET shall have the right and the duty to eliminate defects in the programmes). 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. SYNCING.NET shall have the right to have elimination or re-delivery effected 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 SYNCING.NET.
8. If material defects, programme errors or programme 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 SYNCING.NET cost rates.
9. SYNCING.NET shall be liable for elimination work or replacement parts to the same extent as for the original object of delivery, up until expiry of the warranty period applicable for the original object of delivery.

X. 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, i.e. 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 expiry 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), not 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. SYNCING.NET Technologies GmbH
Weipertstr. 8-10
D-74076 Heilbronn
Germany
Tel.: (+49) (0) 7131 / 7669 - 680
Fax: (+49) (0) 7131 / 7669 - 689
E-mail: info(at)syncing.net

Consequences of a withdrawal:

In case of a valid withdrawal, the performances already received by the parties must be mutually returned and any usufruct, which may have been obtained (for instance interest), must be restituted. If you are not able to return the performance received, entirely or in part, or only in a deteriorated condition, you are insofar obligated to compensate us for the loss in value. This may lead to the result that you are nevertheless obligated to fulfil your contractual payment obligation for the period of time prior to the withdrawal. This shall not apply for the permission to use the goods if the deterioration of the goods was caused only by their examination – in a way that would have been possible for the consumer in a shop etc. You will furthermore be able to avoid your obligation to compensate for loss in value caused by the utilisation of the goods as intended by not utilising the goods as your property and by avoiding anything, which may impair their value. You shall not be obligated to compensate us for a loss in value caused by a deterioration of the goods due to utilisation as intended.

Goods, which can be sent as parcels, are to be returned at our risk. You shall be obligated to bear the costs for the return shipment provided that the delivered goods are those you originally ordered, and provided that the price for the goods to be sent back does not exceed a sum of 40 Euro, or – if the price is higher – if at the time of withdrawal you had not provided the counter-performance or a contractually agreed partial payment. In all other cases, the return shipment shall be free of costs for you.

Goods, which cannot be sent back as parcels, will be collected at your location.

Obligations to restitute payments must be fulfilled within 30 days. For you, the deadline shall commence upon dispatch of the withdrawal declaration or of the goods, for us upon their receipt.

End of information on the right of withdrawal

XI. 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 SYNCING.NET 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 aforesaid damage claims can also be considered for simple negligence, the amount of such damage claims shall be limited to the typical and foreseeable damage.

XII. 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 SYNCING.NET 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 licences and re-export licences 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.

XIII. 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 SYNCING.NET 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. SYNCING.NET 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:

SYNCING.NET Technologies GmbH
Weipertstr. 8-10
D-74076 Heilbronn
Germany
Tel.: (+49) (0)7131 / 7669 - 680
Fax: (+49) (0)7131 / 7669 - 689
E-mail: info(at)syncing.net

Status as of February 2009

Copyright © 2006-2009 SYNCING.NET Technologies GmbH, Heilbronn. All rights reserved.

Trademarks

The name SYNCING.NET is a registered trademark of SYNCING.NET Technologies GmbH. All other product and company names mentioned on these pages may be trademarks of their respective manufacturers. Outlook is a registered trademark of Microsoft Corporation.