END-USER LICENSE AGREEMENT FOR XSYNC SOFTWARE

This User Agreement (the “Agreement”) governs your use of our Commercial Version of XSYNC software (the “Product”), as it is described on our website www.xsync-addin.com. This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and BACKWORKS LTD for the XSYNC software accompanying this EULA, which includes computer software and may include associated media, printed materials, and electronic documentation ("software product" or "software"). By exercising your rights to make and use copies of the software product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the software product. By using our Product you confirm that you have noticed the two options during the installation of our software, namely both alternatives regarding the acceptance or refusal of this EULA.

In particular, by using this software or by accepting our software usage agreement policy or attempting to load the software in any way (such action will constitute a symbol of your consent and signature), you acknowledge and admit that you have read, understood and agreed to all the terms and conditions of this agreement. This agreement once accepted by you -as an individual assuming you are having legal capacity to enter into an agreement- shall be a legally enforceable agreement between you and BACKWORKS LTD. You shall have the rights to use the software for your own use subject to the terms and conditions mentioned in this agreement or as amended by BACKWORKS LTD from time to time. If you do not agree to all the terms and conditions below, do not use this software in any way and promptly return it or delete all the copies of this software in your possession.

GRANT OF LICENSE

This EULA grants you the following rights: You may install and use the software product only once in a single computer after purchase. You can not install the same licence twice simultaneously, except if you uninstall the licence from the previous computer. Therefore the license is personal and you cannot in any way provide it to another person, free or not, except if BACKWORKS LTD has previously provided a respective written permission.

Since you install our software and purchase the respective license, a unique code will be sent to you via email. This code will be necessary for the function of our software.

In further exchange for the license granted according to this agreement, you agree to provide comments to BACKWORKS LTD regarding the performance of the Product, including reporting any errors in the Product, and to suggest improvements to the Product. You also agree (i) to participate in periodic telephone feedback sessions, (ii) to respond to inquiries, and (iii) to provide such other reasonable feedback as BACKWORKS LTD may request, suchs as *.txt, *,bkwprt, *.sldprt files . You acknowledge and agree that BACKWORKS LTD may incorporate any suggested changes or improvements in any release versions of the Product without further liability to you, and that BACKWORKS LTD will own all rights in any modifications or improvements it chooses to make to commercially-released versions of the Product as a result of your comments.

SUBSCRIPTION SERVICE

If you acquire subscription service from your reseller for the Offering you have licensed hereunder by paying the fee therefor, your reseller will provide you for such copy: on-line web access to download the latest updates to the Offering; all major upgrades for the Offering released during the subscription period; and telephone support services. Subscription service is automatically included with any Offering ordered under a yearly or quarterly term license and with the Online Services and cannot be terminated separately. From time to time, BACKWORKS LTD may re-distribute Microsoft software components as part of an update to the Offering. You are eligible for such Microsoft components and warrant that you will install them only if you possess a validly licensed copy of the Microsoft products to which they relate. The term of this service runs for one (1) year. It may be renewed from year to year thereafter by paying the appropriate renewal fee. Offering that is delivered as an upgrade or update to a previous version of the licensed Offering must replace the previous version – no additional license is granted; you may install only such number of updates as equal the number of subscription service fees for which you have paid. Support Services policy applicable to Online Services is detailed on our website for the term of the service, i.e., one (1) year. It is subject to change; however, any changes will not become effective until the commencement of the Support Services term.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

You may not reverse engineer, decompile, or disassemble the software product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rename, edit or create any derivative works from the software product, other than subsetting when embedding them in documents.

This Software Program works only in Microsoft Windows Software. You may not use it if you do not have a license for the Microsoft software.

You also may not:

i. Emulate or adapt any portion of the software. ii. Sublicense, rent, or lease any portion of the software. iii. Try making an attempt to reveal/discover the source code of the software. iv. Debug, decompile, disassemble, modify, translate, or reverse engineer the software. v. Create derivative works based on the software or any portion thereof with sole exception of a non-waivable right granted to you by any applicable legislation. vi. Remove or alter any copyright notices or other proprietary notices or statutory notices on any copies of the software. vii. Reduce any part of the software to human readable form. viii. Use the software in the creation of data or software used for detection, blocking or treating threats. ix. Use for unlicensed and illegal purpose.

There are technological measures in this product that are designed to prevent unlicensed or illegal use of the product. You agree that we may use those measures. You agree that the BACKWORKS LTD software may use the measures that can control and prevent piracy of software.

You also agree and understand that you can not use our software in any way resulting to provide the conversion service to other users, without our previous written consent.

TERMINATION

Without prejudice to any other rights, BACKWORKS LTD may terminate this EULA if you fail to comply with the terms and conditions of this EULA. You agree and understand that any unauthorized usage of this software or breach of any or all terms and conditions stated in the Agreement shall result in automatic and immediate termination of this Agreement as granted hereunder. Further, this may result in criminal and/or civil action by BACKWORKS LTD and/or its agents against you including but not limited to the right to block the software without any prior intimation/notice to you. No refund will be paid to you in this regard.

COPYRIGHT

All title and copyrights in and to the software product (including but not limited to any images, text, and "applets" incorporated into the software product), the accompanying printed materials, and any copies of the software product are owned by BACKWORKS LTD or its suppliers. The software product is protected by copyright laws and international treaty provisions, especially by greek law 2121/1993. Therefore, you must treat the software product like any other copyrighted material. You acknowledge that you have been informed also about the administrative, civil, penal sanctions provided by articles 65, 65A, 66 in greek Law 2121/1993.

You acknowledge that you have been informed about article 2 paragraph 3 in greek Law 2121/1993 and the provision that as protected work is considered also a software program and also it’s preparation material. The protection is provided to any kind of expression of a software and regardless of the value of the protected work, as provided by article 2 paragraph 4 in Law 2121/1993.

In particular, the software, source code, activation code, license keys, documentation, systems, ideas, information, content, design, and other matters related to the software and trademarks are the sole proprietary and intellectual property rights of BACKWORKS LTD protected under the Intellectual Property Laws and belongs to BACKWORKS LTD. Subject to certain terms mentioned in respective open source license where used by BACKWORKS LTD nothing contained in this Agreement grants you or is intended to grant you any rights, title, interest to intellectual property, including without limitation any error corrections, enhancements, updates, or modifications to this software whether made by BACKWORKS LTD or any third party. You understand and acknowledge that you are provided with a license to use this software subject to the terms and conditions of this Agreement. This Software may include certain third party components which are governed by the license agreements executed between BACKWORKS LTD and the respective third party owners. (The third party components licensed under terms of the certain agreement requires BACKWORKS LTD to disclose that Intellectual Property rights and ownership rights shall remain with BACKWORKS LTD and/or its technology licensing partners respectively. Even if such third party components are governed by respective agreements/contracts, the disclaimers and the limitations shall apply as mentioned in this EULA.) All the title, ownership and all rights including Intellectual Property rights of the Third Party shall rest with the concerned Third Party only and the User shall also be liable to comply with their License Terms. Where applicable, such third party will be beneficiary of this EULA.

LIMITED WARRANTY

BACKWORKS LTD expressly disclaims any warranty for the software product. The Software Product and any related documentation is provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or noninfringement. The entire risk arising out of use or performance of the software product remains with you.

In particular, this software provided by BACKWORKS LTD is "AS IS" and "AS AVAILABLE" without warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability, fitness, usage, performance, satisfactory quality, integration, applicability for a particular use and any other warranties are disclaimed to the fullest extent permissible pursuant to the applicable law. BACKWORKS LTD warrants that the Licensed Software, as delivered by BACKWORKS LTD will conform to the descriptions in the user manual. However, BACKWORKS LTD does not offer any warranty regarding the performance of software and shall not entertain any claim regarding the same. BACKWORKS LTD makes no warranties or claims that the licensed software or upgrades will meet your requirements or that the use of the licensed software, operation, content updates, and upgrades will be error -free or uninterrupted. You understand and accept that this software will substantially perform according to the specifications and descriptions as stated in the user manual, as updated from time to time, subject to the following and BACKWORKS LTD expressly disclaims any and all liabilities arising from the following circumstances: i. Incompatibility caused by any software and/or hardware components installed on your device; ii. Any actions initiated by you or by third parties which were beyond the control of BACKWORKS LTD. iii. Any failures, malfunctions, defects resulting from abuse, improper installation, theft, misuse, accident, operation or maintenance, acts of God, alteration, power failures, casualty, repairs made by any party other than BACKWORKS LTD, alterations, neglect, non-permitted modifications, acts of terrorism, and vandalism; iv. The deficiencies, defects in your device and related infringements; v. Your violations of the terms and conditions described in the user manual or in this Agreement. vi. Inability of BACKWORKS LTD support service to provide uninterrupted support, in a timely manner, or inability to meet any or all of your support requirements.

You expressly understand, admit, agree, and warrant that in no event shall BACKWORKS LTD and/or any of its directors, employees, agents, partners, distributors be liable from any and against all claims, expenses, suits, costs, demands, judgments whatsoever made by you and/or any third party for any direct, indirect, incidental, special, punitive, consequential and/or exemplary damages including, but not limited to damages for loss of business/profits, damages for loss of confidential/other information, failure to meet any statutory duty/duty of reasonable care/duty in good faith, economic/notional loss, loss for business interruption, goodwill, damage and loss of data or programs, or other intangible losses (even if BACKWORKS LTD has been advised of the possibility of such damages), to the fullest extent permissible by law: i. Arising due to your usage of this software; ii. Your negligence or inability of using the software or support; iii. Any dispute between you and third party with respect to availing this software; iv. Your violation of any rights of any other individual and/or entity; v. Your breach of the Agreement; vi. Your violation of any provisions under any laws/statutes/acts in Greece or abroad; vii. The failure of BACKWORKS LTD to provide support service or any other service/information.

This limitation will apply to all causes of action whether arise in equity or tort, including but not limited to breach of contract, breach of warranty, negligence, strict liability, misrepresentations and hereby release BACKWORKS LTD and/or its directors, employees, agents, distributors from any and all obligations, liabilities in excess of the limitation stated herein.

In the event, BACKWORKS LTD and/or its directors, agents, employees, distributors are found liable, you understand and accept that the liability of BACKWORKS LTD and/or its directors, agents, employees, distributors shall be limited only up to and not exceed in any case the License Fee incurred by you in acquiring the software from BACKWORKS LTD or its distributors/agents. This Clause shall survive the termination of this Agreement.

You also agree, accept, and acknowledge: i. That you are solely responsible for the configuration of the software, settings, and the actions or inactions that result from such actions and BACKWORKS LTD shall not have and shall assume no liability/responsibility in any case and the above Clause of Indemnification shall be applicable. ii. That BACKWORKS LTD shall not have and shall assume no liability/responsibility for any data deletion, including but not limited to any deletion/loss of personal, and/or confidential data; and/or uninstallation of third-party apps; and/or change in settings; specifically authorized by you or occurs due to the actions, inactions (whether intentional or not) by you or any third party whom you have authorized to use, handle your device due to features of this software. iii. That to avail/use certain features of the software such as updates and upgrades, you may be required to incur certain costs and that BACKWORKS LTD does not warrant that the usage of certain features of the software are free of cost and that BACKWORKS LTD shall not entertain and expressly disclaims, any claim for reimbursement of any expenses including but not limited to any direct or incidental expenses arising out of your usage of such features of this software. iv. That you are solely responsible and shall comply with all applicable laws, regulations of Greece and any applicable foreign/trans-national laws including without limitation, privacy, data protection, obscenity, confidentiality, copyright laws for using any report, data, information derived as a result of using this software. v. That while using this software, BACKWORKS LTD suggests some actions to be initiated by you in your sole benefit, for example "BACKWORKS LTD may suggest you to uninstall infected applications", however such actions are suggestive and BACKWORKS LTD takes no responsibility/liability if you perform such suggestive actions or not and BACKWORKS LTD assumes no responsibility/liability for any result or liability arising out of such actions/inactions.

JURISDICTION

This EULA is governed by the laws of Greece and by the international laws provided they do not oppose the greek laws. This EULA is governed especially by Law 2121/1993 and of course by Regulation 2016/679 (G.D.P.R). BACKWORKS LTD will not be liable for any delay or failure to fulfil its obligations hereunder that results from an act of God, war, civil disturbance, government policies, or other cause/s beyond its control. Provided that BACKWORKS LTD shall endeavour to complete the obligation within a reasonable period after happening of any event as covered under such force majeure.

This agreement and any matter relating thereto shall be subject only to jurisdiction of the Courts at Thessaloniki, Greece, and shall be interpreted as per the terms of the law/s for the time being in force in Greece. Any dispute which may arise out of this Agreement, breach of terms and conditions under this Agreement, shall be settled by direct negotiations between you and BACKWORKS LTD. In the case of failure to resolve the dispute in the manner set out above within 30 days from the date when the dispute arose, the dispute shall be referred to the solution of mediation according to greek Law 3898/2010. The venue of mediation shall be Thessaloniki. Although mediation is not obligatory, the proposal for use of mediation, according to Law 3898/2010, will be regarded as a sign of good faith, and it is recommended for the solution of the dispute. It is reminded that the bilateral written proposal for mediation interrupts the statute of limitations. The accredited by the greek Ministry of Justice mediator shall be chosen according to the list, which is provided on the official website http://www.diamesolavisi.gov.gr.

In case of unsuccessful mediation the enforcement of this Agreement shall be subject to jurisdiction of the Courts at Thessaloniki.

INTERPRETATION

This Agreement comprises the entire agreement between the parties regarding the subject matter, and supersedes any proposals, communications or advertising, oral or written, with respect to the software or subject matter of this Agreement. You shall be bound by any and all clauses of the Agreement updated and displayed on the website of XSYNC at www.xsync-addin.com from time to time. The Agreement displayed on the website will be the finally concluded and binding agreement between you and BACKWORKS LTD for all legal purposes which include your each activation, reactivation, and renewal of this software. In case of any dispute/queries arising out of any translated versions of this Agreement, BACKWORKS LTD hereby expressly specifies and confirms that the English version as displayed on the website will be final for interpretation and the terms used, meaning conveyed in the English version will be authoritative and binding. Any waiver by either party of any violation of any provision of this Agreement by the other party will not be deemed to waive any other violation of the same or any other provision.

If any of the provisions contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired thereby and the balance of the Agreement will continue in full force and effect to the maximum extent permitted by law or equity while preserving, to the fullest extent possible, its original intent.

The Clauses in this Agreement including not limited to rights to License Fees, "Indemnification", "Limited Warranties & Disclaimers" and "Intellectual Property" shall survive expiration or termination of this Agreement.

Subject to certain terms mentioned in respective open source license where used by BACKWORKS LTD, you cannot assign your rights or delegate duties or obligations under this Agreement. The failure to exercise or delay in exercising a right or remedy by BACKWORKS LTD under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any prior, concurrent or subsequent right or remedy.

The section numbers and headings are included merely for the convenience of the parties and are not to be construed in interpreting this Agreement.BACKWORKS LTD reserves the right to amend this End-User License Agreement from time to time and will keep updated on its website at www.backwork.info and it would be binding on the end users. This is an essence of the agreement and use of this software.

BACKWORKS LTD reserves the right to co-operate with any legal process and may provide documents, information related to your usage of this software and your general usage of the device.

The software product may include certain components, developed and owned by some third parties, which are governed by license agreements executed between BACKWORKS LTD and the respective third party owners. Additional restrictions applicable under the Open Source Software license, as well as third party software license agreement, which are not specifically mentioned in this EULA, will be applicable.

This software may also include some software programs, codes, and content that are licensed or sublicensed to the user under the open source software (OSS) licenses. The software programs, code, and content that BACKWORKS LTD may use in its software may fall in any of the following OSS licenses. BACKWORKS LTD may update this list from time to time.

CONTACT

Should you have any questions concerning this EULA, or if you desire to contact BACKWORKS LTD for any reason, please send us an email in info@backworks.info. Once you register the software by activating the software BACKWORKS LTD may communicate with you on the contact information submitted during the registration process through email or any other electronic communication device. The communication can be for the purpose of product renewal or product verification for your convenience.

Our company is BACKWORKS Ltd -Computer software

Address: Bulgaria, Petrich, 2850, 14 Tsar Boris III Str., Fl.1 - Tel. +35 9876590945
Email: info@backworks.info, support@backworks.info

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