Across Systems GmbH - End-User License Agreement (EULA)
Revision 01/2016 Version: 2.9
© Across Systems GmbH
1 Applicability of the End-User License Agreement (EULA), Order of Precedence of the Provisions
- All business relationships of Across Systems GmbH (Licensor, hereinafter referred to as "ACROSS") for the granting of rights of use of software developed/programmed by ACROSS are based on this EULA.
- The latest version of this EULA can always be viewed and printed out at ftp://ftp.across.net/legals/license_en.pdf. The latest version of the EULA as of the date of conclusion of the contract shall apply.
- Any deviating terms and regulations of the buyer of the software license (= licensee, hereinafter referred to as "Contracting Partner") are hereby expressly rejected; other terms and conditions shall not become part of the contract, even if ACROSS fails to expressly reject them.
- Agreements between ACROSS and the Contracting Partner shall apply in the following descending order of precedence:
- Individual amendments and/or supplements to contractual agreements;
- Individual contractual agreements, especially the offer of ACROSS;
- General Terms and Conditions of ACROSS;
- System requirements defined by ACROSS;
- Standards/DIN standards;
- Statutory regulations.
- Information on the prices of software licenses can be requested from ACROSS or is shown in the respective offer.
- The software license prices do not contain any further technical or process consulting services; such must be requested and ordered separately.
- The payment method shall be governed by the provisions of the Terms and Conditions of ACROSS, which can be viewed and printed out at www.across.net/gtc.
3 Scope of Use
- Upon conclusion of the agreement for the licensing of the software, ACROSS grants the Contracting Partner the non-exclusive, non-transferable right to use the respective software in machine-readable form (object code) and the accompanying material within the scope of the granted license. If the software is licensed under a lease contract, the right of use shall be limited to the term of the contract. In the event of word-based licensing of the software, the right of use is limited until the agreed word count is reached, up to a maximum of 12 months from the commencement of the Contracting Partner's right of use, unless an extension is expressly agreed. The "accompanying material" in the meaning of sentence 1 comprises the documentation and other program descriptions, specifications, etc. The granting of this right of use does not involve the acquisition of any further rights to the software. ACROSS reserves all rights to distribute, exhibit, present, perform, and publish the software. The same applies to the processing and duplication rights, unless expressly agreed otherwise below.
- Use of the software is conditional upon the existence of a valid account for the crossMarket network. crossMarket is operated by ACROSS and interacts with the software.
- The granting of the license entitles the Contracting Partner to install and use the software within the scope of the granted license.
- If the Contracting Partner, after inquiring with ACROSS, installs the trial version of the software, he may use this trial version free of charge on one computer for a period of 30 days from the time of installation. Any further free use of the software is expressly prohibited.
- The right of use granted to the Contracting Partner is limited to the object code of the software program. ACROSS is under no obligation to make the source code available to the Contracting Partner. The Contracting Partner is prohibited from reverse engineering, reassembling, or otherwise processing or modifying the object code of the software, unless this is permitted by law in exceptional cases.
- Any and all duplication of the software, including but not limited to the copying to storage media, is prohibited. This does not apply to the one-time installation of the software to the hard disk and the download or printing out of data from within the running application. Moreover, the creation of a backup copy – if such is required to ensure the future use of the software for the intended purpose – is excluded from the duplication prohibition.
- Only the Contracting Partner of ACROSS gains the right to use the software. The right of use is limited to employees of the Contracting Partner and freelance staff directly commissioned by the Contracting Partner, but only on a project-specific basis for projects commissioned directly by the Contract Partner. Apart from this, use of the software is limited to the legal and physical realm of sovereignty of the Contracting Partner, regardless of the access type. Any use beyond this scope is not permitted. If the right of use is to be expanded, separate licenses must be purchased or suitable agreements must be concluded.
- The surrender of the software to third parties is subject to the prior written consent of ACROSS. Consent shall not be unreasonably withheld. If it is proved that the third party submits to the same EULA and the Contracting Partner will no longer exercise his right of use, the consent shall be granted.
- The right to use the API (or crossAPI: Across Application Programming Interface) must be purchased/licensed separately. Only the Contracting Partner himself gains the right of use. The right of use is limited to the legal and physical realm of sovereignty (company network) of the Contracting Partner. If functions of the software are made available via other applications by way of the crossAPI, the Contracting Partner shall license as many clients as would have been necessary if the respective functions had been used directly. If the number of clients included in the standard scope of delivery of the software is exceeded, one or more separate servers must be licensed. Use of the API via the Internet, proxy servers, or from within other applications is subject to separate agreement and must be individually reviewed. This does not apply to the call and use of the API by standard components of Across.
- The warranty obligation of ACROSS is expressly excluded for changes to the database structure and to the object code of the software that are performed by the Contracting Partner. This applies both to minor changes to the database structure/code and to major modifications.
- Direct read and write access to the database as well as interception of client-to-server/server-to-server data packets for the purpose of extracting data in order to circumvent the use of clients, servers, or other products of ACROSS or make the use of such obsolete are expressly prohibited. The Contracting Partner undertakes to license as many clients and servers (or products in general) as would be necessary for normal use.
- For every incident of culpable breach of the scope of the right of use purchased by him, the Contracting Partner shall pay ACROSS a lump-sum penalty amounting to €10,000.00. Any other claims of ACROSS shall remain unaffected. In such cases, ACROSS will especially charge the Contracting Partner for lost license fees. In such cases, ACROSS shall also be entitled to terminate the license agreement with immediate effect for good cause, which will result in immediate expiry of the Contracting Partner's right of use.
- The Contracting Partner permits ACROSS to access the installation remotely in order to enable ACROSS to comply with its warranty obligations. In due time prior to the remote access, ACROSS will duly inform the Contracting Partner (usually by e-mail) about the intended remote access and its purpose. ACROSS will take the business interests and wishes of the Contracting Partner with respect to the timing into consideration. ACROSS will activate the remote access upon approval of the planned access.
- The Contracting Partner is not permitted to let the software or the accompanying material for commercial purposes.
4 crossConnect for External Editing (cCfeE)
- To use the "crossConnect for External Editing" functionality (hereinafter also referred to as "cCfeE"), additional licenses need to be purchased in the form of separate license keys. For this, ACROSS offers various license models. "crossConnect for External Editing" offers a new possibility for the secure exchange of data with third parties, which go beyond previously available data exchange possibilities. The objective of this technology is to enable ACROSS customers to collaborate with third-party systems that provide functions that are not available in the Across infrastructure or that concern special use cases.
- cCfeE is a standardized interface to other systems that first need to be made known to ACROSS ("third-party system). In this way, ACROSS wants to enable the export of data from the Across infrastructure, the editing of these data in third-party systems ("Trusted Integration Solution"), and the re-import to the Across infrastructure. The data that are exported from the Across software via cCfeE are encrypted with the help of an encryption key and transferred via the file system. Subsequently, the data can be decrypted and read by the third-party system. After the files have been edited in the third-party system, they can be returned to the Across software in the same way.
- cCfeE makes distinction between different parties: The creator of a translation project is the one who decides whether and how cCfeE may be used for a project. This does not require a separate cCfeE license. A license is only required for the respective third-party system (or "use case") once data are actually exported from the Across infrastructure. If several third-party systems are to be connected, a corresponding number of licenses must be purchased. The creator of a translation project and the user of the third-party system may be identical. The user of the third-party system must license the respective third-party systems according to the vendor's requirements. The third-party system must have the "Trusted Integration Solution" status from ACROSS.
- cCfeE supports various types of use cases (preview, machine translation, language check, etc.) and various third-party systems. Expansion to additional use cases or support of other third-party systems is possible under a separate order. Apart from the license fees, the Contracting Partner may incur further costs if and to the extent that he requests ACROSS to implement custom specifications of cCfeE for additional use cases or new third-party systems. Such orders may be placed separately. On request, ACROSS will submit a detailed offer for such services to the Contracting Partner. The Contracting Partner may incur additional costs for the setup and operation of the required third-party system.
- The Contracting Partner is prohibited from decoding the data exported and/or imported by cCfeE or manipulating it in any way, especially for the purpose of endangering or circumventing the license model.
- By obtaining a cCfeE license, the Contracting Partner does not gain the right to receive the encryption key. This right shall remain exclusively with ACROSS.
- Third-party systems: ACROSS has already connected third-party systems that enable secure handover, editing, and return of the data to the Across infrastructure with certain vendors ("Trusted Solution Partners"). The Contracting Partner must name the vendor of the required third-party system to ACROSS in advance. If a collaboration with ACROSS already exists, the Contracting Partner may connect this vendor's third-party system. If such a collaboration does not yet exist, ACROSS will inform the Contracting Partner of this. Other third-party systems may be connected. On request, ACROSS will submit a detailed offer for this to the Contracting Partner.
- The responsibility of ACROSS ends upon handover of the data from the Across infrastructure to the third-party system. ACROSS does not provide any warranty and does not accept any liability for the subsequent editing and processing of the data (especially for their security) in the respective third-party system. The Contracting Partner alone or the vendor and/or operator of the third-party system shall be responsible for this and for the secure encoding of the data to be returned to the Across infrastructure.
- Special obligations of the Contracting Partner: As a matter of principle, the Contracting Partner shall import (return) all data exported from the Across infrastructure back to the Across infrastructure at the end of the editing process, unless the Contracting Partner uses functions that do not require this (e.g. preview). In the case of faulty handling or malfunction due to which data exported from the Across infrastructure leak out or could leak out, the Contracting Partner shall promptly inform Across and the Trusted Solution Partner and initiate other steps that he can reasonably be expected to take in order to prevent or at least contain this.
- The Contracting Partner shall refrain from manipulating the software and/or the data in any way and prevent such manipulation if this could result in circumvention of the license model of ACROSS or reduction of the license income of ACROSS. The penalty regulation agreed in section 3 (12) shall apply to every case of culpable breach of the Contracting Partner's obligation as regulated here.
5 Renewal of Customer Product Keys, crossMarket Synchronization
- ACROSS draws attention to the fact that the Customer Product Keys given to the user, which are required for using the software, must be regularly renewed, as ACROSS endeavors to prevent the use of software copies not (duly) licensed. In this way, ACROSS wants to make sure that Customer Product Keys are not shared without authorization (e.g. for the purpose of operating two separate servers with a single Customer Product Key). ACROSS will duly provide the authorized Contracting Partner with new Customer Product Keys before the previous ones expire, thereby ensuring that the authorized user can continue to use the software without interruption.
- For the reasons described in (1), the crossMarket synchronization of the software also enables ACROSS to perform an online verification of the authorization to use the software copy on the Contracting Partner's server at regular intervals. With the help of this function, ACROSS automatically checks the validity of the Customer Product Key used by the Contracting Partner including the installation GUID (unique number sequence) and selected machine parameters for the purpose of verifying the Contracting Partner's authorization.
- Apart from the license verification, the synchronization can be used to activate/propose online services and other services to enhance the user experience when using the software, to log failure information to improve the stability of the software, to query the user's online status and display it in crossMarket, and to transmit usage information and statistical information (version, words processed, anonymized order parameters) between the software and crossMarket.
- For the clear identification of the Contracting Partner's server and to enable clients to connect to servers that do not have a static IP address, this synchronization also includes the transmission of the dynamically assigned IP address of the Contracting Partner's server.
- No personal data are transmitted or queried within the scope of this data synchronization. The data transmission is always encrypted (SSL).
- ACROSS reserves the right to check within the scope of this synchronization whether the Contracting Partner needs certain functions, modules, upgrades, etc. and may advise the Contracting Partner to take the respective measures or purchase modules. This does not impose any purchasing obligation or other obligation on the Contracting Partner.
6 Amendments to the EULA
ACROSS reserves the right to amend this EULA. Within the scope of continuing obligations, the Contracting Partner will be expressly informed about any amendments, and his attention will be drawn to the amended passages, which will be highlighted. If the Contracting Partner does not indicate within six weeks after being informed about the new version that he does not accept the new version, this will be deemed as implicit approval, and the contractual relationship will include the new version from this time on. Otherwise, the contractual relationship will continue to be governed by the unmodified version of the EULA. Along with the information concerning the requested amendments, ACROSS undertakes to expressly draw the Contracting Partner's attention to these consequences of his behavior.
7 Severability and Binding Language Version
- Should any of the provisions of this EULA be or become invalid or should they have a gap, this shall not affect the validity of the other provisions.
- Even if these license conditions are available in several languages, only the German version shall be legally binding.