END USER LICENSE AND SUBSCRIPTION AGREEMENT (EULA)

PREAMBEL

Sysparency is the market leader for automated analysis and documentation of SAP® individual programs. Sysparency’s software solutions analyze the existing SAP® extensions and ABAP® programs in historically grown SAP® systems and generate automated documentation from them in the form of an online-capable WIKI.

By using Sysparency software products (SYSPARENCY insightREPORT, SYSPARENCY enterpriseARCHITECT, SYSPARENCY businessANALYST, SYSPARENCY dataREPORT, semanticANALYTICS, docuWIKI, docuCLOUD, codeVAULT, semanticSTATISTICS, SAP codeADAPTER, continuousDOCUMENTATION,) you, as an individual or legal entity, agree to be bound by this Agreement.

If you do not agree to these EULAs, use of Sysparency software products including generated SYSPARENCY docuWIKI software is not permitted.

This End User Licence and Subscription Agreement (hereinafter referred to as “EULA”) concerns the agreement on use and transfer of Sysparency software products, owner: Sysparency GmbH, Freistädter Straße 313-315, 4040 Linz (hereinafter referred to as Licensor (LG)) to natural persons and legal entities (e.g.: companies) (hereinafter referred to as Licensee (LN)).

 

1. General license conditions
   • This End User License and Subscription Agreement (“EULA”) is a legal agreement between the Licensee (LN) and Sysparency GmbH as Licensor (LG). It governs the terms of use for the software license you have purchased. The EULA applies exclusively. The precedence of individual agreements between Sysparency GmbH and the licensee remains unaffected. The current version of this License Agreement is available at any time on Sysparency’s website at https://sysparency.com/eula.
   • Software includes machine-readable computer programs, online services, online platforms, partial source code, and documentation in electronic format.
   • The functional scope of the software as well as instructions for its use are presented in detail on the internet pages of sysparency.com. The documentation can be viewed on the internet pages of sysparency.com independently of the installation, commissioning or purchase of the software.
   • By using, installing, copying or otherwise using the Software Solutions online, you agree to be bound by the terms of this EULA. Any deviating or supplementary general terms and conditions of the Licensee shall not apply. Their validity is hereby expressly rejected, even in the event that Sysparency enters into the license agreement with the Licensee with knowledge of the Licensee’s General Terms and Conditions.
   • If you do not agree to these terms, you are not authorized to install or use Sysparency’s software solutions.
   • Sysparency’s software solutions are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and agreements. The software is licensed for use, not sold.

2. Subject of the contract
   • The subject matter of this Agreement is the granting of the simple rights of use, limited in time to the term of the respective license period, depending on the respective license type acquired and its scope of functions.
   • The installation and configuration of the Software on own server infrastructure is not subject of this Agreement; the Licensee shall perform the necessary installation and configuration at its own expense and may purchase support from the Licensor against payment.
   • By licensing the Software, you do not acquire ownership of the Software itself. This always remains the intellectual property of the licensor to the respective rights holder. As a licensee of the software, you merely acquire the right to use the software in accordance with the contract. There is no claim to the surrender of the source program.
   • The performance description of the software valid at the time of conclusion of the contract and freely available at any time on the current version of the licensor’s website shall be conclusively authoritative for the quality and functionality of the software supplied by the licensor. The Licensor shall owe a quality of the Software that goes beyond the performance description The Licensee cannot derive such an obligation in particular from other representations of the Software in public statements or in third-party advertising, unless the Licensor has assured the Licensee of the quality that goes beyond the performance description. In this respect, only such properties of the Software shall be deemed warranted by the Licensor which have been expressly expressed in writing by the Licensor in the offer to the Licensee prior to the conclusion of this License Agreement and which have been designated as warranted properties.
   • Interoperability with the hardware and software available at the Licensee’s is not an owed quality of the software, unless compatible hardware and software is expressly stated in the service description.
   • Licensor expressly advises Licensee that the Software uses access to Licensor’s online services at runtime and that an Internet connection is required for full operation of all features of the Software.
   • Licensee must ensure that a license has been obtained for each documented program unit (“Transaction”), program code line (“LOC”) or named user (“Named User”) who has documentation access and who can use the Software. It must be excluded that several individuals share the access as one named user.
   • If the software is marked as “Enterprise Corporate License” or as “Unlimited Corporate License”, the licensee is entitled to make the software available for an unlimited number of programs, program code lines and users in the company.
   • If after the expiration of the contract period a version of the software is used for which no valid subscription is available, the software will be deactivated automatically. Re-activation and continued use of the software is possible when a new subscription is purchased.

 

3. Rights of use
   • The software, all additional programs, the symbols used, the Sysparency logo, written materials and documentation are protected by law. The copyright, patent rights, trademark rights and all other performance and industrial property rights to the Software as well as to other objects mentioned above, which the Licensor transfers or makes accessible to the Licensee within the scope of the initiation and execution of the contract, shall be the exclusive property of the Licensor in the relationship between the contractual partners. Insofar as third parties are entitled to the rights, the Licensor shall have corresponding exploitation rights.
   • The Licensee acquires the right to use the software for its own purposes during the term of the respective license period (simple, time-limited right of use). The Licensee is entitled to use the Software in the purchased number of licenses. The Licensor hereby grants to the Licensee the rights to use the Programs, provided that you agree to the following terms and conditions:
     • You are entitled to use SYSPARENCY semanticANALYTICS on the SYSPARENCY codeVAULT platform of the Licensor as intended.
     • You are entitled to have the SYSPARENCY docuWIKI operated on the SYSPARENCY docuWIKI of the Licensor or to operate the SYSPARENCY docuWIKI yourself.
     • You are entitled to install the specific local software components (e.g.: SYSPARENCY SAP codeADAPTER and SYSPARENCY continuousDOCUMENTATION) on a server and use them as intended.
     • You are authorized to install the specific local software components for testing purposes.
     • You are entitled to make backup copies of the local software components.
   • You are not entitled to sell or rent, lease or lease the Software or any part of the Software.
   • You are not entitled to grant sublicenses to third parties unless there is a separate written agreement between you and sysparency.com (reseller agreement). In addition, the license is not transferable to third parties without the prior written consent of sysparency.com.
   • You are not authorized to make any copies that are not necessary for the intended use of this software.
   • You may not reverse engineer, decompile or disassemble the Software unless, and only to the extent, expressly permitted by applicable law notwithstanding this limitation.
   • Contractual items, documents, proposals, test programs, etc. of the Licensor which become accessible to the Licensee before or after conclusion of the contract shall be deemed to be intellectual property and business and trade secrets of the Licensor and shall be kept secret in accordance with ChapterSecrecy, Data Protection.

 

4. License period and termination of contract
   • The respective license period is the contract period agreed in the order (minimum term). The contract shall be renewed in each case for the same period as the minimum contract term (renewal term) unless one of the contracting parties terminates the contract before the end of the minimum term or the respective renewal term.
   • The right to terminate for cause remains unaffected. The Licensor shall be entitled to an extraordinary right of termination in particular if the Licensee
     • violates essential provisions of this contract or fails to fulfill main performance obligations under the contract and does not remedy this breach of obligation within a reasonable period of time despite a written warning;
     • fails to make any payments due under this Agreement and the delay in payment is not temporary;
     • ceases its business operations on a more than temporary basis, whether this is based on its own decision or on a court order.
   • The Licensee’s right to terminate the Agreement without notice for exceptional reasons if the contractual use of the Software is not granted to it in full or in part in a timely manner or is withdrawn again is excluded.
   • If the Licensee terminates the contract extraordinarily for good cause, the Licensor shall reimburse the Licensee for the remuneration paid in excess of one performance year.
   • If the Licensor terminates the contract extraordinarily for a reason for which the Licensee is responsible, the Licensee shall pay the outstanding remuneration until the end of the minimum term.
   • All extraordinary notices of termination under this Agreement shall be in writing. The ordinary termination of the contract by objecting to the automatic renewal can also be made by e-mail, but becomes valid by positive response of the licensor by e-mail reply. The date of receipt of the notice of termination is decisive for compliance with the notice periods.
   • In case of termination of the Agreement, the Licensee is obliged to return or destroy all original versions and copies of the Software and all other components and to notify the Licensor of the destruction in writing (e.g.: by e-mail). Insofar as copies of the Software are contained in backup files as part of the normal data backup process, these may not be used productively and must be deleted as part of the normal overwrite process or other deletion procedure insofar as the respective backup file is no longer necessary.

 

5. Duties of the Licensee
   • If you are an entrepreneur, you are obligated to inspect all delivery items of the Licensee immediately upon delivery in accordance with the provisions of commercial law and to report any detected defects in writing with a precise description of the defect. Each licensee thoroughly tests each module for usability in the specific situation before starting operational use. This also applies to programs that the Licensee receives as part of subsequent performance and any updates during the term of the contract.
   • Licensee shall take reasonable precautions in the event that the Program fails to operate properly in whole or in part (e.g., by backing up data, diagnosing malfunctions, regularly checking results). It is his responsibility to ensure the operation of the working environment of the program. In particular, the Licensee shall make the necessary settings to its firewall, anti-virus or similar data protection mechanisms and its network or server. The risk of incompatibility of the Software with the software or hardware used by Licensee shall not be borne by Licensor.
   • Licensor’s logo and/or trademarks may not be used or modified by you unless Licensor’s management has given its prior written consent to such use or modification.

 

6. Liability for defects, compensation
   • During the agreed license period, the software shall have the agreed quality, shall be suitable for the contractually intended use, otherwise for normal use, and shall be of the quality customary for software of this type. Not every defect that is inevitably inherent in the software constitutes a material defect. A functional impairment of the software resulting from hardware defects, environmental conditions, incorrect operation or similar is not a defect. An insignificant reduction in quality is disregarded. The Licensor warrants that the Licensee’s use of the Software in accordance with this Agreement is not subject to any rights of third parties.
   • The following applies to licensees in the event of defects:
     • In the event of defects, the Licensor may initially provide subsequent performance. Subsequent performance shall be effected, at the Licensor’s option, by remedying the defect, i.e. also by pointing out possibilities which avoid the effects of the defect, or by supplying a program which does not have the defect. An equivalent new program version or the equivalent previous program version that did not contain the error shall be adopted by Licensee if this is reasonable for Licensee. In the event of defects in title, the Licensor warrants that it will, at its option, provide the Licensee with a legally flawless opportunity to use the Software or equivalent software.
     • The Licensee shall support the Licensor in analyzing errors and eliminating defects by specifically describing any problems that occur, providing the Licensor with comprehensive information and granting it the time and opportunity required to eliminate defects. The Licensor may, at its option, remedy the defect on site or at its business premises. The Licensor may also provide services by remote maintenance. The Licensee shall, at its own expense, provide for the necessary technical requirements and grant the Licensor access to its computer system after giving appropriate prior notice.
     • The Licensor may claim additional costs resulting from the fact that the software has been modified, used outside the specified environment or operated incorrectly. It may claim reimbursement of expenses if no defect is found or a defect is insufficiently/incorrectly reported. The burden of proof lies with the licensee.
     • If the Licensor finally refuses subsequent performance or if such subsequent performance finally fails or is unreasonable for the Licensee, the Licensee may withdraw from the contract in text form.
     • Unless otherwise provided above, any further liability of the Licensor within the scope of liability for defects shall be excluded. In particular, liability for defects shall not apply if and to the extent that the Software is improperly handled by Licensee or is used in a defective or incompatible hardware or software environment. The same applies in the event that the Licensee makes unauthorized changes to the Software.

 

7. Liability
   • The following limitations of liability shall apply to the Licensee’s claims for damages based on liability for defects or for other reasons:
   • The Licensor shall be liable for intent and gross negligence in accordance with the statutory provisions. The same applies to injury to life, body or health, as well as to claims arising from guarantees or the Product Liability Act.
   • In all other respects, the Licensor shall only be liable for the culpable breach of contractual obligations, the fulfillment of which is a prerequisite for the proper execution of the contract and on the fulfillment of which the Licensee may regularly rely (cardinal obligation). This includes in particular the obligation to provide defect-free performance. In this case, the liability of the Licensor shall be limited to the damage typical for the contract and foreseeable at the time of the conclusion of the contract.
   • Otherwise, the liability of the licensor is excluded.
   • Insofar as the Licensor’s liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of its employees, representatives and vicarious agents.
   • The licensor has the right to object to contributory negligence. In particular, Licensee is advised that, as part of its due diligence, it must check before using the Software for the first time whether the installation of the Software could lead to special interference with already installed software, and must further ensure that its data is backed up before the first installation and during ongoing operation, and must take all reasonable additional backup measures in the event of a suspected software error.
   • 1 to 6 shall apply mutatis mutandis to manufacturers of components of the Software.

 

8. Software updates and upgrades
   • Licensor may, in its sole discretion, provide Licensee with updates and upgrades to the Software and retains the right to provide upgrades for a fee. If the Licensor provides the Licensee with new versions, updates or upgrades of the Software during the term of this Agreement, the aforementioned rights of use shall apply to them in the same manner.
   • Licensee may not independently use the Prior Version, sever it and/or transfer it to another party. Unless different terms and conditions are received from Licensor with an update or upgrade, the terms and conditions of this License Agreement will continue to apply. Licensee may refuse to accept updates. However, once an update or upgrade is released, the licensor is no longer obligated to support the previous version.

 

9. Secrecy & Data Protection
   • The contracting parties undertake to treat as confidential all items (e.g. software, documents, information) received from the other contracting party or becoming known to them prior to or during the performance of the contract which are protected by law or contain business or trade secrets or are designated as confidential, also beyond the end of the contract, unless they are publicly known without any breach of the duty of confidentiality. The contractual partners shall store and secure these items in such a way that unauthorized access by third parties is excluded.
   • The Licensee shall make the subject matter of the Agreement accessible only to those employees and other third parties who require access in order to perform the official duties granted to them. He shall instruct such persons as to the confidentiality of the items.
   • The Parties have concluded a Data Processing Agreement, which constitutes the legal framework for the processing of personal data in the context of the use of the provided software.

10. Applicable law, place of jurisdiction
    • The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.
    • Amendments to the contract must be made in writing, as must any waiver of this formal requirement. There are no verbal ancillary agreements.
    • This Agreement shall be governed by Austrian substantive law, excluding the conflict of law rules of private international law. The place of performance shall be the place of the Contractor’s professional establishment. The court at the licensor’s place of business shall have jurisdiction over disputes.

11. Severability clause
    • In the event that any provision of this Agreement is or becomes invalid, the validity of the remaining provisions of this Agreement shall not be affected thereby, even if material provisions are affected. In this case, the parties agree to replace the invalid provision with the legally effective provision that comes closest in legal and economic terms to the contractually agreed provision and ensures the feasibility of the contract in the sense intended by both parties. The same shall apply in the event that the parties did not recognize a loophole at the time of the conclusion of this Agreement or such a loophole should become known or occur at a later point in time. The parties are then obliged to make an amendment to the contract in text form in the aforementioned sense.