You should read, and please do so, these Terms and Conditions ("Terms") carefully before using the websites ("Website"), the customer products ("Products"), the services and other materials, all collectively called "Services" (which includes the media on which you received the Products, if any) provided by ExperaSoft UG (haftungsbeschraenkt) with address Goldgasse 10, 77652 Offenburg, Germany called below the "Provider". The Services, as a whole or in parts, may be owned by the Provider, and/or one or more of its business partners, called bellow the "Owner". The Provider and the Owner will be collectively called below the "Union". The Terms apply and to any downloading, installing, using or accessing of the Services in parts or as a whole. The Services are protected by the copyright law. This Terms is a legal agreement between you (either an individual or a single entity) and the Provider for the Services.

By creating an Account for the Services, using the Services, or by continuing to use the Services after a change to these Terms you accept the Terms. Your privacy is important to the Provider. The Privacy Policy and the Terms are only visually separated to be easily readable.

[Content]

The Services may allow you to upload, post, link, store, share and otherwise make available (with one word "Operate") certain information, text, graphics, videos, or other materials (collectively called "Your Content"). You are entirely responsible for all Your Content that you Operate via the Services. The Union does not own, control, verify, pay for, endorse or otherwise assume any liability for Your Content and cannot be held responsible for Your Content or the material others upload, store, share or otherwise Operate using the Services.

To the extent necessary to provide the Services to you and others, to protect you and the Services, and to improve the Services, you grant to the Provider a worldwide and royalty-free intellectual property license to use Your Content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools Your Content on the Services.

[Code of Conduct]

You agree in any circumstances not to Operate via the Services Your Content that:

1) Is illegal, inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing or otherwise objectionable (called collectively "Wrong") to the Union or other users of the Services. The Provider reserves its right to determine, at its sole discretion, what constitutes Wrong and where it occurred.
2) Unauthorized disclosure of personal information
3) Violates anyone's intellectual property rights
4) Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

When investigating alleged violations of these Terms, the Provider reserves the right to review Your Content in order to resolve the issue, and you hereby authorize such review. However, the Provider cannot monitor the entire Services and make no attempt to do so. The Provider reserves its right to edit or remove Your Content that violates these Terms or that contains third-party commercial advertisement. As part of these efforts, the Provider may enlist the help of its active users to moderate the Your Content to determine if a user's conduct is harmful to the community.

[Access]

To perform certain operations you must have an Account into the Provider's Services. You agree to: provide accurate, current, and complete information about yourself in the registration form for this Account; maintain the security of your password and identification; maintain and promptly update the Account (as for example, but not limited to your email address, so the Provider can complete your transactions and contact you as needed in connection with your transactions), and any information you provide to the Provider, to keep it accurate, current and complete; accept all risks of unauthorized access to your Account; have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Services.

You must use your Account to keep it active. This means you must sign in at least once in a three-year period to keep your Account, and associated Services, active, unless provided otherwise in an offer for a paid portion of the Services. If you don’t sign in during this time, the Provider will assume that your Account is inactive and will close it for you.

If you are using the Services on behalf of your employer, you represent and warrant that you are authorized to accept these Terms on your employer's behalf.

[Support]

Customer Support for the Services is available at www.experasoft.com/support/ . The Services might not be compatible with software or services provided by third parties, and you are responsible for familiarizing yourself with compatibility requirements. Union shall be under no obligation to supply support or repair services that are required because of improper or inadequate installation, use or maintenance, actions or modifications by unauthorized third parties or you, or accidental or willful damage or misuse. Error, later on, means a failure in the software to materially conform to the specifications described in the applicable product documentation. You agree to receive from the Provider communications via e-mail, telephone, and other formats, regarding Services (such as communications concerning support coverage, Errors or other technical issues and the availability of new releases of the software).

[Availability]

The Services may be unavailable from time to time, may be offered on a limited basis, or may vary depending on your region or device, also deliverables may vary among locations. Provider shall use its reasonable efforts to ensure that the catalog of Products on its Website is up-to-date, but the Provider makes no guarantee that all Products listed in Provider's catalog will be available at all times or at any time.

If you change the location associated with your Account, you may need to re-acquire material or applications that were available to you and paid for in your previous region. You agree not to access or use Services which are illegal or not licensed for use in the country from which you access or use such Services, or to conceal or misrepresent your location or identity in order to access or use such Services.

The Union strive to keep the Services up and running; however, all online Services suffer occasional disruptions and outages, and the Union is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Your Content or data that you’ve stored.

[Confidentiality]

Any information of any kind whatsoever, whether commercial or technical (for example, but not limited to: invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, trade secrets, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models), which may be shared to you, remains the exclusive property of the Provider. You shall not make use of it unless in the framework of the usage of the Services and shall return it to the Provider after the usage of the Services has been executed. You agree to keep the aforesaid information strictly confidential for a period of ten (10) years after the date of the last usage of the Services, to provide it only to your employees that need to be aware of it for the usage of the Services, who are bound also to keep it confidential, and under no circumstances to communicate it to any third party without prior written agreement from the Provider. The Services provided by the Provider shall also be deemed business secrets.

[Changes]

The Provider reserve the right, at its sole discretion, to modify or replace these Terms at any time. If a revision of the Terms is material the Provider may provide at least 30 days notice prior to any new Terms taking effect. What constitutes a material change will be determined at the Provider sole discretion. Using the Services, after the changes become effective, means you agree to the new Terms. If you do not agree to the new Terms, you must stop using the Services and close your Account. Any addition or modification to this Terms must be made in writing.

Sometimes you will need software updates to keep using the Services. You may also be required to update a Product to continue using it. Such updates are subject to these Terms unless other terms accompany the updates, in which case, those other terms apply.

Additionally, there may be times when the Union removes, changes and adds features or functionality of the Services or stops the providing of a Service altogether at any time without prior notice. The Provider may post notice of end of a Service availability, including the last date of general commercial availability of the affected Service and the timeline for discontinuing Services in the affected Service support page at www.experasoft.com. The Union shall have no obligation to provide services for software that is outside of the applicable Service life.

The Provider has no obligation to provide a re-download or a replacement of any material, Products or Services previously purchased. The Union is not obligated to provide maintenance or updates to the Services. The Union may release the Services or its features in a beta version, which may not work correctly or in the same way the final version may work.

[Purchases]

If you purchase a Service, then these payment terms apply to your purchase and you agree to them. If you wish to purchase any Service made available from the Provider, you may be asked to supply certain information relevant to your purchase including, but not limited to, your real name, phone and address.

If there is a fee associated with a portion of the Services, you agree to pay that fee in the currency specified. The price stated for the Services excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying any applicable taxes or other fees.

Credit terms are within Provider's sole discretion, and unless otherwise specified in Provider's invoice, the full payment must be received by the Provider prior to the Provider sending of or giving access to Product, Service, Support or any other material that is purchased.

Payments will be made by a wire transfer, and all the paid fees are final and not returnable. The Provider may suspend or cancel the Services if does not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its content.

The Provider is reserving its right to change the prices, including but not limited to make a free product payable and vice versa in the future, for parts of the Services or for the whole. You agree to pay that fee and continue to use the Services or to: stop using/accessing the Services and to remove them from your site immediately.

Except as otherwise provided for by the Provider, you may purchase services only for the most current, generally available release of the Service. Except as otherwise provided in the applicable price list, the minimum term for any Service offering is one (1) year.

Services Fees are payable no later then the Effective Date – the date that will be set forth into your order form upon such a Purchase.

Some software Products may have parts, called Modules, or be a single unit. In the event, that you change the available to you Modules of a software (that have a Support offering for a given period), you may elect to:

1) have a Support for the given period, for the new and already existing Modules starting from the Effective Date with a duration - the given Support period. In this case all previously existing Modules Support fees will prorate to match the Effective Date plus the given support period.
2) set the end of the Support offering to the end of support of the already existing Modules, then the price of the Support for the new Modules will prorate to match the end of the Support of the already existing Modules

In case of no active Support exists for the software (for example, because the software was Purchased without a support, or the Purchased Support has expired), on a change or update of the Modules, additionally to all other fees, you must pay the the amount of the Services Fees that would have been paid for the period of time from the software last Support date to the Effective Date, but no more then 6 months. For software Purchased without Support the last Support date is the Effective Date of the initial software Purchase.

In case of a full payment of the fees for the Purchased software or a Service is received by the Provider before the Effective Date, the Provider may send or give access to the software earlier then the Effective Date.

Certain Services require that you also purchase a Support for a given period. All invoices issued
hereunder by the Provider are due and payable within thirty (30) days of the date of the invoice. Amounts not paid on time are subject to a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law.

You agree that Purchase orders do not have to be signed to be valid and enforceable.

Any emails that may be send to you regarding the progress of the Purchase are for your comfort only, and the Provider have no obligation of sending them, and is not responsible in any way if you don't receive them for whatever reason. You agree that you will monitor the progress of the Purchases you do in the account page at the Website of the Provider www.experasoft.com after your are logged in with your account.

[Links]

The Services may contain links to third-party websites or services that are not owned or controlled by the Union. The Union has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that the Union, shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

[Claims]

Any claim related to these Terms or the Services must be filed in court (or arbitration) within one (1) year of the date you could first file the claim, unless your local law requires a longer time to file claims. If not filed within that time, then it's permanently barred.

[Entire Agreement]

The Terms contained herein and any document incorporated by reference or referred to herein constitute the entire agreement between you and Provider pertaining to the subject matter hereof, and supersedes, terminates and otherwise renders null and void any and all prior agreements, understandings, negotiations and communications whether written or oral, between you and the Provider. In entering into these Terms, you have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance other than as expressly set out in these Terms. In the event of a conflict between these Terms and any of the documents incorporated by reference or referred to herein, these Terms shall govern. The Provider and the Owner, in any case, retain all its respective rights, including by not limited to titles, ownership, copyright, trademarks, trade secrets, patents and any other proprietary rights of the Services.

[Applicable law and settlement of disputes]

The laws of the Federal Republic of Germany shall apply exclusively. All parts of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that the Provider can't enforce a part of these Terms as written, the Provider may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms won't change. The nullity of any clause does not cause the nullity of these Terms. Unless otherwise expressly provided for by law, the place of jurisdiction for any disputes arising under or in connection with the Agreement shall be Freiburg im Breisgau, Germany. This Terms describe certain legal rights. You may have other rights under the laws of your state or country. This Terms don’t change your rights under the laws of your state or country if the laws of your state or country don’t permit it to do so.

[Licensing]

Unless accompanied by a separate Provider's license agreement, any software ("Software") provided by the Provider to you is subject to these licensing Terms.

The Provider of that Software provides you a revocable, non-exclusive, non-transferable, limited License according to this Terms.

If you comply with these Terms, the Provider grants you the right to install and use one copy of the Software per device on a worldwide basis for use by only one person at a time. The Software or a website that is part of the Services may include third-party code. Any third-party scripts or code, linked to or referenced from the Software or a website, are licensed to you by the third parties that own such code. Notices, if any, for the third party code are included for your information only.

The Software is licensed, not sold. The Owner reserves all rights to the software not expressly granted by the Owner, whether by implication, estoppel, or otherwise. This license does not give you any right to, and you may not:

1) decompile, reverse engineer, disassemble, decrypt, hack, emulate, exploit or modify the Software or Services in any way
2) distribute, license, sub license, sell, rent, export, import or in any way transfer the Software
3) give access on a network for use and/or download to one or multiple users of the Software
4) circumvent or bypass any technological protection measures in or relating to the Software
5) separate components of the Software for use on different devices
6) transfer the Software, any Software licenses, or any rights to access or use the Services
7) use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any Service, Account, data, or network
8) upgrade and/or prepare derivative works over the Software as a whole or in part
9) use the Software or Services to create concurrent products of the Software or the Services
10) remove or change the copyright of the Software

If documentation is provided with the Software, you may copy and use the documentation for personal reference purposes only. Service and support offerings may vary from product to product.

You shall cooperate to enable the Provider and its employees to deliver the Services. You are solely responsible for the use of the Software by your employees and shall properly train your employees in the use and application of the Software.

You shall promptly report to the Provider all problems with the Software, and shall implement any corrective procedures provided by the Provider reasonably promptly after receipt. The installation of the error correction in the actively used Software version (productive system) is carried out by you.

You are solely responsible for protecting and backing up the data and information stored on the devices on which the Software is used and should confirm that such data and information is protected and backed up in accordance with any internal or regulatory Support and Subscription Terms and Conditions requirements as applicable, before contacting the Provider for Technical Support. The Union is not responsible for lost data or information in the event of errors or other malfunction of the Software or devices on which the Software is used.

The License agreement terminates if you fail to comply or disagree with this Terms. In this case you have to stop to access the Software in any way. The Provider reserve the right to revoke the License or restrict the use of the Software and/or its distribution at any time.

[Data Protection]

You acknowledge that correspondence and log files generated in conjunction with a request for Services may contain sensitive, confidential or personal information. You are solely responsible for taking the steps you consider necessary to protect such data, including obfuscating the logs or otherwise guarding such information prior to sending it to the Provider.

[Unsolicited Ideas]

The Provider does not consider or accept unsolicited proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Unsolicited Feedback"). If you send any Unsolicited Feedback to the Provider through the Services or otherwise, you acknowledge and agree that the Provider shall not be under any obligation of confidentiality with respect to the Unsolicited Feedback.

[Copyright and trademark notices]

The Services are copyrighted © 2018 to the Provider or the Owner. All rights reserved. The names, logos, and icons of all Products, Software, and Services may be either trademarks or registered trademarks of the Provider or the Owner in the Federal Republic of Germany and/or other countries. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in these Terms are reserved. Without prior consent by the Provider, you shall not be entitled to use information concerning intended or existing contractual cooperation for a reference or marketing purposes.

[Warranties]

THE UNION, AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT THE UNION PROVIDES THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. THE UNION DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. THE UNION DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR OR BUG FREE, PERFORM OR FUNCTION AS INTENDED OR THAT CONTENT LOSS WON'T OCCUR, NOR DOES THE UNION GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM COMPUTER NETWORKS. THE UNION WILL NOT BE LIABLE FOR DATA LOSS, DAMAGES, LOSS OF PROFITS OR ANY OTHER KIND OF LOSS WHILE USING, MISUSING OR INABILITY TO USE THE SERVICES. THE UNION EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT.

[Limitation of Liability]

The Provider is not responsible or liable for any failure to perform or delay in performing its obligations under these Terms to the extent that the failure or delay is caused by circumstances beyond Provider's reasonable control, which may not be reasonably foreseen or are uncontrollable.

If you have any basis for recovering damages (including breach of these Terms or because the Provider knew or should have known about the possibility of the damages), you agree that your exclusive remedy is to recover, from the Union or any affiliates, resellers, distributors, Services providers, and vendors, direct damages up to an amount equal to five (5.00) euro.

[Termination]

This section and all other sections that by their terms apply after these Terms end will survive any termination or cancellation of these Terms. The Provider may terminate the Terms and all Services at any time if (1) it is discovered that you are currently in breach of its software license restrictions, pursuant to the software license(s) given to you by the Provider or (2) you are in a material breach of this Terms.

[Headings]

The section headings used herein are for convenience of reference only and do not form a part of these Terms, no construction or inference shall be derived therefrom, and have no legal effect.

[Notices]

The Union does not provide medical or any other health care advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition, diet, fitness or wellness program. Never disregard professional medical advice or delay in seeking it because of information you accessed on or through the Services. Nothing in the Services is intended to be professional advice, including but not limited to, investment or tax advice.

[Other]

To the extent permitted by applicable law, the Provider may assign these Terms, subcontract its obligations under these Terms, or sublicense its rights under these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms or transfer any rights to use the Services.

[Last edit time]
2018/July/25