Legal details

End User License Agreement

This End User License Agreement (EULA) is a CONTRACT between you (either an individual or a single entity, hereinafter referred to as 'Customer’ or User or Users or simply ‘You') and Shifttocloud Inc. which covers Your use of the Sigsync service that accompanies this EULA and related to Website, which may include associated media, printed materials, and 'online' or electronic documentation. All such service and materials are referred to herein as 'Service'. Throughout this EULA, Sigsync service (the 'Service') offered by Shifttocloud Inc. ('we', 'us' or 'our'). A Service license, issued to a designated user only by Sigsync or its authorized agents, is required for each user of the Service. If you do not agree to the terms of this EULA, then do not register or use the Service or the Service License. By explicitly accepting this EULA, however, or by Registering, copying, accessing, or otherwise using the Service and/or Service License, you are acknowledging and agreeing to be bound by the following terms.

The following are the terms that the Services we provide are based on:

• we provide free licenses of our service
• we provide commercial licenses of our service
• we provide technical support for the services that you choose to purchase from us
• The services provided by us are through our website: www.sigsync.com and other associated subdomains
• The EULA or End user license agreement defines clearly the scope, duration and the way in which we grant the free or commercial licenses as well as the conditions that apply. All these documents are available on our website.

Preamble

I. Sigsync Software is protected by copyright law pursuant to international agreements and domestic legal acts binding in the individual states. Sigsync Software is sole property of the Licensor. The exclusive entity entitled to the copyrights to the Software is the Licensor.

II. Any use of Sigsync Software that includes, but is not limited to, installation, copying, dissemination, distribution, irrespective of means, is permitted exclusively in the form of authorization pursuant to the License Agreement hereof. Any use of Sigsync Software outside the bounds of the License Agreement shall breach the copyrights of the Licensor to Sigsync Software.

III. Any use of Sigsync Software that includes, but is not limited to, opening files containing Sigsync Software, copying and transferring, in whole or in parts, and in particular installing, registering and/or accessing Sigsync Software online through Licensor’s Websites, and ticking the checkbox under the License Agreement to confirm that the User agrees to the License Agreement, shall mean the acknowledgement of the provisions of the License Agreement and shall constitute the act of and serve to bind the Licensee to this Agreement.

IV. The User who performs the above mentioned acts which includes, but is not limited to, installing, registering and/or accessing Sigsync Software online through Licensor’s Websites, and ticking the checkbox under the License Agreement to confirm that the User agrees to the License Agreement, on behalf of the Licensee other than a natural person, declares, confirms and guarantees that they are entitled to bind the Licensee to the provisions of the License Agreement and can be bound on behalf of the Licensee by the terms and conditions of this Agreement.

V. Should the User not agree to the aforementioned provisions that include in particular the provisions of the License Agreement, neither agrees to be bound or bind the Licensee other than a natural person by its provisions, is immediately prohibited from downloading, copying, installing, and any other use of Sigsync Software (including accessing Sigsync Software online through Licensor’s Websites), and is obligated to destroy or return all available copies and media with Sigsync Software.

VI. The License Agreement hereof applies to all copies and web instances of all Sigsync Software.

VII. This License Agreement becomes effective as of the date the User commences to use Sigsync Software in any form, and during the first installation, access or registering the Sigsync Software online through Licensor’s Websites or ticking the “I accept the terms in the License Agreement” checkbox.

VIII. This License Agreement supersedes any and all prior agreements between the Licensor and the Licensee in regard to Sigsync Software.

IX. Microsoft, Exchange, Azure, Office 365, Active Directory, Outlook are registered trademarks of Microsoft Corporation. Apple, iPad, iPhone, Mac are registered trademarks of Apple Inc. Any other company and product names mentioned in Sigsync Software may also be third party trademarks and/or service marks.

1. Definitions.

Sigsync Software or Sigsync Service: Each Sigsync application that is in whole or in part, regardless of its representation that may include among other machine language, print, handwriting, audiovisual (which means all sorts of graphic, audio or video representation), including in particular the setup files, desktop, sever, web and mobile applications, manuals, data and any documentation as well as related media, printed material and electronic documentation.

Licensee: Any natural or legal person entitled to use of Sigsync Software pursuant to this License Agreement.

User: Any natural person who uses Sigsync Software in any form acting on their own behalf as the Licensee or on behalf of and nominated by the Licensee’s organization other than a natural person.

Authorized User: Any User who uses Sigsync Software within the bounds of authorization granted by the License Agreement and the Scope of Usages in particular.

Scope of Use: The maximum usage time of the particular Sigsync Software by the Licensee.

License Term: Time span during which the Licensee is entitled to use specified Sigsync Software under the Licensing Agreement.

Software Documentation: Any documentation or written materials or multimedia related to Sigsync Software that include, but are not limited to: user manuals, knowledgebase, Frequently asked questions. Software Documentation on Licensor’s Websites: www.sigsync.com and their subdomains and extracts may be part of Sigsync Applications.

User Account: An account created by a User on one of Licensor’s Websites that enables access to, and activation of web based Sigsync Software and/or registering it with particular Sigsync services.

Trial Period: Time period during which the Licensee, having installed or accessed the Sigsync Software made available by the Licensor in the form different from free of charge, may use Sigsync Software free of charge.

Warranty Period: Time period during which the Licensor grants the Licensee the guarantee specified in this License Agreement.

Domestic law: Law applicable to the Territory of the particular country, where the Sigsync Software is used.

Law applicable: Law selected pursuant to this License Agreement that governs the acts between the Licensor and the Licensee.

2. License.

By this License Agreement the Licensor grants the Licensee non-exclusive and territorially unlimited license to use lawfully obtained license for Sigsync Software in accord with its intended purpose, documentation, and within the Scope of Usage. For the purposes of the provisions of Domestic Law and Law Applicable, which require that the so-called fields of exploitation this license applies to be defined, the fields of exploitation are “Permanent or temporary multiplication of the application in whole or in part, solely for the purposes of the Licensee (including the Licensee’s business activity) and exclusively within the scope compliant with the purpose of Sigsync and its documentation”. This License Agreement grants the Licensee the right to use Sigsync Software and does not constitute an act of sale or other form of rights transfer to Sigsync Software whatsoever. The Licensee’s rights shall not overstep at any circumstances or by any means beyond the scope of rights granted to the Licensee expressly and explicitly by this License Agreement. This License Agreement shall not embrace any, including implied, obligation of the Licensor to the Licensee unless expressly stated herein. In particular, this agreement shall not embrace the Licensor’s obligation to provide service consisting of the implementation of modifications in Sigsync Software, installation, software testing or provision of training.

A separate service agreement concluded between the Licensor and the Licensee shall govern the scope of services that the Licensor provides to support a specified version of Sigsync (provided that the Licensor provides this kind of service).

3. Free Trial Period.

The Licensor provides Sigsync Service on its Licensor’s Websites to create User Accounts and obtain online access to Sigsync Dashboard through Licensor’s Websites. The Licensor provides Sigsync Software as paid and free of charge. Each Sigsync Application that is not expressly marked as “freeware” is paid and its use free of charge is forbidden, regardless of the fact whether the Sigsync Application contains the limitations preventing its use (this does not apply to the Trial Period). A lawfully obtained Sigsync Application marked and made available by the Licensor as free of charge on the conditions set out by the Licensor shall not contain time limitations in regard to its use by the Licensee. Sigsync Software made available by the Licensor in the form other than free of charge can be provided by the Licensor free of charge during the Trial Period provided this is clearly stated.

4. Scope of Usage.

The definition of the Scope of Usage is defined in the Sale Documents and the Licensing Document. The definition of the Scope of Usage may also be specified in the Sigsync website or other documents related to the Sigsync Application. The permissible Scope of Usage for the Licensee for a given Sigsync Application is specified in the Licensing Document of the said Application. If a Sigsync Application is marked and made available by the Licensor as free of charge, the permissible Scope of Usage is specified in the Sigsync Application. The Scope of Use may be specified separately or jointly by determining:

• the number of Authorized Users or mailboxes,
• the number of servers or tenants,
• the specification in a different manner determined by the Licensor.

The License Term can be specified by the Licensor as time unlimited (lifetime license) or as time limited with a specified time period or end date (time-limited license). The License Term not limited by time means the permission is granted to use the Sigsync service for an indefinite period of time with no time limits. A limited License Term with a specified time period or end date to use a Sigsync Application only during this time the license was granted is specified in the Licensing Document. Any Sigsync Application that is not clearly marked as licensed for an indefinite period of time shall be licensed with a time limit and its use is permitted exclusively during the period the license was issued for. The use of Sigsync Application outside the License Term is forbidden regardless of the fact whether the Sigsync Application includes limitations preventing its use after the License Term expires. After the License Term with a specified time limit or end date expires, the Sigsync Application may require that the license is purchased for the subsequent time period and is processed or that the Sigsync application is activated from within the User Account.

5. Fees and taxes.

The license fees for using Sigsync Software depend on the parameters specified upon purchase of the right to use a given Sigsync Application which include, but are not limited to, the Scope of Usage. The license fees may be set as one-off fees or periodic fees. The license fees paid by the Licensee shall not be reimbursed unless it is expressly stated otherwise in the remaining provisions of this License Agreement or in the provisions of the Documents of Sale. If, following the purchase of the license for Sigsync Application by the Licensee, competent tax, customs or similar authorities in the country of sale, purchase or use of the license for Sigsync Application impose upon the Licensee or upon the use of Sigsync Application any taxes or fees of a similar nature, such fees shall exclusively be borne by the Licensee.

6. Confirmation of licensing rights.

The Licensing Document along with the invoice for the license issued by the Licensor shall constitute the confirmation of the rights held by the Licensee to use Sigsync Software in accord with the Scope of Usage. The Licensee is obligated to permanently archive and store the Documents of Sale that serve as proof of the Scope of Usage throughout the period in which Sigsync Software is used. The full contents of the terms and conditions between the Licensor and the Licensee are specified by this License Agreement and the Document of Sale.

7. Update of Sigsync and Language.

The Licensor has the unlimited right to publish, multiply, process and introduce modification into the Sigsync Software, including the creation of updates and new versions. This License Agreement entitles the Licensee to use only one, lawfully obtained license for a given version of Sigsync Application. By this License Agreement, the Licensor is not entitled to use other applications than lawfully purchased licensed for the version of Sigsync Application. By this License Agreement, the Licensee is entitled to use Updates to Sigsync Application in accord with the provisions of this License Agreement. The use of Update of Sigsync Application may mean that additional or different conditions of use for Sigsync version are introduced, which the Licensee will learn about (e.g. from a notification) during the process of installing the Update at the latest or while accessing the updated version online from within a User Account at the latest. The act of installation or any other form of use of the Update to Sigsync Application shall mean the Licensee approves the additional conditions that apply. Otherwise, the Licensee is required to immediately cancel the process of updating Sigsync Application. The licensee may purchase the right to change the version of Sigsync Application to newer by submitting an additional fee (if this is offered by the Licensor). The installation of the new version of Sigsync Application shall terminate the license for the previous version of Sigsync Application. The Licensee acknowledges and accepts the fact that Sigsync Software, including its documentation, may be published and made available exclusively in the English language.

8. Copying issues. Backup copy.

Any copying and multiplication of Sigsync Software is strictly forbidden including the Software Documentation, except for the unequivocal rights resulting from the License Agreement hereof or the binding regulations of the Domestic Law or Law Applicable, whose application may not be waived through an agreement.

9. Forbidden acts (list of examples).

Sigsync Software is the subject of the license as a whole and it is forbidden to replace, separate and modify its individual components and modules, or its use in any manner that is not a complete and lawfully obtained license for a Sigsync Application, which is related, but not limited to its files, audiovisual content and Software Documentation. The Licensee may use Sigsync Software exclusively to the extent specified in this License Agreement and the Scope of Use for the Licensee, regardless of the technical capabilities to use Sigsync Software in a different manner. It is forbidden to disassemble, decompile, and recreate the source code of Sigsync Software as well as other ways of translating it, excluding the provisions in the points that follow. Whenever mandatory regulations of the Domestic Law or Law Applicable that may not be superseded by an agreement, do not allow to forbid the Licensee from performing acts specified above on grounds of the Licensee’s interest to receive a compatible and operational computer, the Licensee is obligated in the first place to request the Licensor to release such necessary information, and only in the event of a failure of the Licensor to act shall the Licensee be entitled to act independently to obtain such information through acts specified in above. It is forbidden to make Sigsync Software available to any third party, including its lending, lease, or issuing further licenses. The Licensor shall not permit to transfer the right to Sigsync Software to third parties, including any cession of licensing rights.

10. Exclusion of warranty.

The Licensor does not grant any warranty in relation to the Sigsync Software, including in particular, to the extent of the use, functionality, fitness for any purpose, quality and ownership title thereof and/or non-infringing of any third party rights thereby.

11. Limitation of liability.

The Licensor and the Licensee expressly disclaim and waive any liability of the Licensor, in the broadest extent permitted by the Domestic Law or the Law Applicable, towards the Licensee in regard to the purchase of the license and the use of Sigsync Software by the Licensee. The waiver of liability includes, but is not limited to, the cases specified below herein.

The Licensor shall not bear any liability for the lack of functionality of Sigsync Software that is expected by the Licensee, the lack of compatibility of Sigsync Software with other applications used by the Licensee, or any errors that have occurred during the use of Sigsync Software, unless such declarations have been clearly specified in the description of a given program.

Under no circumstances shall the Licensor be liable for:

• loss or damage of any data or information,
• interruption in the operation of IT systems,
• incidental or indirect damage, or damage that cannot be specified during the conclusion of this License Agreement,
• breach of personal rights, loss of business relations or reputation.

The liability of the Licensor is waived if the obtained license for a Sigsync Application and/or the use of Sigsync Application is:

• modified by the Licensee or by request of the Licensee, or any third party, whose acts the Licensor is not liable for,
• utilized not in line with the Software Documentation, license or the limitations known to the Licensee,
• in the outdated Version or the available Sigsync Application Updates have not been installed in the event in which the Licensee is instructed to install the new Version or Sigsync Application Update in order to rectify the issue or minimize the risk of it occurring.

The liability of the Licensor towards the Licensee following the purchase of a license for a Sigsync Application and use of Sigsync Application are limited in all cases:

• type-wise, exclusively to damaged resulting from willful acts or gross negligence,
• scope-wise, exclusively related to the loss actually suffered (damnum emergens) or indirect losses, with unconditional exclusion of any liability for future profits (lucrum cessans), including expected savings,
• cost-wise, related exclusively to the sum the Licensee paid for the purchase of a license for Sigsync Application, whose faulty behavior caused the damage.

Under no circumstances shall the Licensor be liable for any claims raised by third parties against the Licensee. The limitations specified in the previous points of this clause are binding and apply even if (regardless of the fact that) the Licensor or its employees were notified that such claims may be raised. The limitations specified in the previous points of this clause are related to damaging events, i.e. damage resulting from non-performance of an obligation, its incorrect performance (ex contractu), as well as a tort (ex delicto). The Licensor and the Licensee shall be exonerated from any liability for non-performance of any obligations in the event that the cause was beyond their reasonable control. The limitations on the Licensor’s liability shall also apply to the employees and programmers of the Licensor. In the event that the mandatory regulations of the Domestic Law or Law Applicable may not be waived in an agreement or do not allow disclaiming of the Licensor’s liability in line with the previous points, the waiver of the Licensor’s liability and liability limitations towards the Licensee shall not apply to the extent that is not legally permitted.

13. Agreement term.

This License Agreement remains valid and is binding throughout the time any Sigsync Software is used, but until:

• the Licensee ceases to use any Sigsync Software and ceases to perform the obligations herein,
• the termination of the agreement.

This License Agreement can be terminated:

• by the Licensor whenever its provisions are not followed by the Licensee, provided this shall apply to all Sigsync Software the Licensee is using,
• by the Licensee at any time, but this may refer to the whole or part of Sigsync Software the Licensee is using.

The termination of the License Agreement hereof shall be made in writing by the Licensor or the Licensee and is effective upon receipt to the addressee. In the event of this License Agreement being terminated, the Licensee is obligated to immediately cease to use all Sigsync Software that is subject to the termination of this License Agreement and to destroy all copies of the software the Licensee possesses. The paid one-off license fees are not refundable. With no harm to the above mentioned provisions, in spite of the termination of the License Agreement hereof, all provisions of this agreement that due to their nature are executed after its termination shall remain in force until complete execution thereof.

14. Changes to agreement.

In all circumstances, if permitted by the mandatory regulations of the Domestic Law or Law Applicable, the Licensor reserves the right to modify the conditions of this License Agreement by notifying the Licensee in the form required by the regulations of the Law Applicable, or, if the form is not defined, in the manner chosen by the Licensor. The updated and modified conditions of this License Agreement shall apply after three months of receipt of the notification by the Licensee. Should the Licensee not approve these changes, they may terminate the License Agreement hereof and cease to use Sigsync Software (the paid one-off license fees are not refundable). The failure to terminate this License Agreement by the Licensee shall mean the Licensee approves the modifications to the conditions hereof.

15. Law applicable. Jurisdiction.

The selected law to this License Agreement shall be the United States of America law. Both the Licensor and the Licensee agree to use the selected law to interpret and execute any rights and obligations resulting from this License Agreement. All rights and obligations resulting from or related to this License Agreement shall be settled by relevant common courts of the Republic of Poland, under whose jurisdiction the Licensor and the Licensee will fall pursuant to this License Agreement. The above provision shall not waive the Licensor’s or Licensee’s right to file a claim against the other party in the common courts of the country the party resides in.

16. Legal regulations that may not be waived.

The provisions of this License Agreement do not breach in any way any mandatory provisions of the law which may not be waived between the Licensor and the Licensee pursuant to this License Agreement. This means that should it appear that a given provision is contradictory to such mandatory provisions of law, such provision shall not apply in relations between the Licensor and the Licensee and it shall be replaced by the mandatory legal provisions in force. In particular, the Licensee that is a consumer shall have the rights referred to in the provisions of the Domestic Law or of the Applicable Law.

17. General and final provisions.

The Licensee agrees to have the information on the Licensee, in particular the contact information, stored and used by the Licensor to the extent necessary to duly deliver the provisions of the License Agreement hereof. Furthermore, by providing the additional contact information in the manner specified by the Licensor, the Licensee agrees to have the Licensee’s contact information stored and used solely in relation to the products and services offered by the Licensor. The Licensor and the Licensee agree to settle any disagreement or disputes between the Licensor and the Licensee that related to this License Agreement, Sigsync Software or use of this software by the Licensee amicable in the first place. Before raising any claims against the other party in court, The Licensor and the Licensee are obligated to allow the other party to deliver the obligations and remove damages within reasonable time. The Licensee acknowledges and agrees that the Licensor may, at any time, and in its sole discretion, transfer, in whole or in part, copyright to Sigsync Software onto a third party, as well as any rights and obligations resulting from the License Agreement hereof, in particular as result of a change to the legal form of the business activity or through cession. In all such events the Licensor in this License Agreement shall be the third party that assumes the rights and obligations of the Licensor resulting hereof.