ShArc terms of use

(1) The Software license is a Subscription License, which is equivalent to a rental license. The Software is licensed for the term of the rental. The Subscription License also includes Upgrades for said term.

(2) The Software is provided as a Software as a Service application, which is operated in the Customer’s Microsoft Azure Cloud. The files for installation are transmitted and made available digitally during installation. These files are stored in the customer’s Azure Cloud environment. 

(3) The customer is responsible for the procurement of components and storage (e.g. Azure Blob Storage), as these are not part of Layer2's contractual services.

(1) Customer is not authorized (and shall not permit any third party to): (a) decompile, retranslate or reverse engineer the Software, or attempt to recreate or to disclose the source code, the underlying concepts, algorithms, file formats or programming interfaces of the Software in any form or manner; (b) distribute, sell, sublicense, rent, lease or use the Software (or any part thereof) for multi-user systems, hosting, provider or other purposes; (c) remove any product identifications, proprietary, copyright or other markings in the Software; (d) to modify parts of the Software or create derivative works therefrom; or (e) publicize performancebased information or analysis (including benchmarking) of any source that refers to the Software.

(2) The preceding section does not apply to open source components used in the Software. Customer acknowledges and agrees that certain Open Source Software libraries, components and utilities, and other third-party software not owned or developed by Layer2 are embedded in the Software. The publicly available open source license terms governing the Open Source Software shall take precedence over this Terms of Use to the extent that the Terms of Use imposes greater restrictions on Customer. Customer hereby acknowledges that Layer2 disclaims and makes no representation or warranty with respect to the Open Source Software, or any portion thereof, and notwithstanding anything contained to the contrary herein assumes no liability for any claim that may arise with respect to such Open Source Software or Customer's use or inability to use the same.

(3) Customer has exclusive control and responsibility for determining what Customer Data is submitted to the Services, Introductory SaaS Service and Beta Releases and for obtaining all necessary consents and permissions for submission of Customer Data and processing instructions to Layer2.

(4) Without limiting Layer2’s obligations hereunder, Customer acknowledges that Customer is responsible for properly configuring and using the SaaS Service, Introductory SaaS Service and Beta Releases and otherwise taking reasonable action to secure and protect Customer accounts and Customer Data. The customer's obligations include, in particular, adequately backing up all data. The customer is aware that software and service are not designed as data backup solutions and are not a substitute for such.

(5) The customer shall only transfer data and files to the service or have them transferred by third parties if they have been checked for viruses beforehand. The customer shall use state-of-the-art virus protection programs for this purpose. Layer2 does not check the content transferred by the customer or by third parties on the customer's behalf for correctness or for viruses.

1) Notwithstanding any other provision of this Agreement to the contrary, Layer2 and its licensors have and retain all rights, property rights or titles or interest in and to the Software and its copies, modifications and derivative works (including patents, copyrights, trademarks, trade secrets and other intellectual property rights). Customer acknowledges that it is granted only a limited license right in the Software and that no ownership rights pass to Customer under this Agreement or otherwise, despite the use of terms such as "purchase" or "sale." Customer acknowledges that Layer2's licensors have a material interest in this Software and that, unless this Terms of Use is entered into directly with them, they are the beneficiaries of this Terms of Use.

(2) Layer2 may process diagnostic data (Telemetry) for internal business purposes in order to deliver, enhance, secure and support the Services, Beta Releases and Software. Customer may refer to the Documentation and/or Customer’s account representative for more information. “Telemetry” means all information and data that the Services and the Software generate or otherwise obtain from Customer’s use of the foregoing, including but not limited to usage statistics, analytics, number, type and size of outsourced data, errors and warnings during use of the software and similar information. Layer2 may disclose the results of its analysis of the Telemetry publicly or to third parties in connection with Layer2’s marketing and promotion efforts, including but not limited to presentations, technical reports and whitepapers, provided that such results do not contain any identifiable information, or enable a third party to determine the Customer as source of such information. Personal data is never part of the 
telemetry data.

(1) Layer2 grants the Customer the use of the latest version of the software for one calculation instance and the agreed and purchased amount of data. 

(2) Layer2 shall guarantee the functionality and availability of the software for the duration of the contractual relationship and shall maintain it in a condition suitable for use in accordance with the agreement. 

(3) Customer may reduce the purchased amount of data up to one day before the start of a new subscription period. A reduction and pro-rata refund of fees already paid during a subscription period is not possible. Customer may increase the amount of data at any time via the online customer account. In the event of increases during a subscription period, the fee will be calculated on a pro rata basis.

(4) Layer2 may, without being obliged to do so, update or further develop the software at any time and, in particular, adapt it due to changes in the legal situation, technical developments or to improve IT security. In doing so, Layer2 shall take appropriate account of Customer’s legitimate interests and inform Customer in good time of any necessary updates. In the event of a significant impairment of Customer’s legitimate interests, Customer shall have a special right of termination. 

(5) Layer2 is not responsible for adapting the software to Customer’s individual needs or IT environment. 

(6) Layer2 shall regularly maintain the software and inform Customer of any associated restrictions in good time. Maintenance shall be carried out regularly outside normal business hours, unless maintenance must be carried out at a different time for compelling reasons. 

(7) Layer2 shall take state-of-the-art measures to protect the data. However, Layer2 shall have no duty of custody or care with regard to the data. Customer shall be responsible for adequate backup of the data. 

(8) Layer2 may process Service Analytics for internal business purposes in order to deliver, enhance, secure and support the Services, Introductory SaaS Service, Beta Releases and Software. Customer may have the ability to configure the Services, Introductory SaaS Service and Beta Releases (as applicable) to limit the Service Analytics that are collected. Customer may refer to the Documentation and/or Customer’s account representative for more information. “Service Analytics” means all information and data that the Services, Introductory SaaS Service, and Beta Releases generate or otherwise obtain from Customer’s use of the foregoing, including but not limited to usage statistics, telemetry and analytics and similar information, collected by cookies, web beacons, and other similar applications. Layer2 may disclose the results of its analysis of the Service Analytics publicly or to third parties in connection with our marketing and promotion efforts, including but not limited to presentations, technical reports and whitepapers, provided that such results do not contain any personally identifiable information, or enable a third party to determine the source of such information.

From time to time, Layer2 may grant Customer access to “alpha”, “beta”, “technical preview” or other early-stage products or versions (“Beta Releases”). Customer shall comply with all terms related to any Beta Releases as posted or otherwise made available to Customer. Layer2 may add or modify terms related to access or use of the Beta Release at any time. While Layer2 may provide assistance with Beta Releases in its discretion, notwithstanding anything to the contrary in this Agreement, Customer agrees that any Beta Release is provided on an “as is” and “as available” basis without any warranty, support services, maintenance, storage, or service level obligations of any kind. Customer further acknowledges and agrees that Beta Releases may not be complete or fully functional and may contain bugs, errors, omissions and other problems for which Laeyer2 will not be responsible. Layer2 makes no promises that future versions of a Beta Release will be released. Customer’s use of the Beta 
Release will automatically terminate upon the release of a generally available version of the applicable Beta Release or upon notice of termination by Layer2.

(1) Layer2 hereby disclaims all representations and warranties of merchantability, technicality, and fitness of the Software and Service for a particular purpose, unless such technicality or purpose is expressly stated in this Agreement or the documentation. 

(2) Layer2 warrants that the Software acquired as a Subscription License will be provided by Layer2 during the Subscription Term substantially in accordance with this Agreement in a workmanlike manner and with due care. If the functions do not comply with this warranty, Layer2 shall remedy defects within a reasonable period of time.

(3) If the defect cannot be repaired within a reasonable period of time or if the repair or replacement delivery fails for any other reason, the Customer may either demand a reduction in the fee or withdraw from the contract. The repair or replacement delivery shall only be deemed to have failed if Layer2 had a reasonable opportunity to repair or replace or if they were refused by Layer2 or if they were unreasonably delayed. 

(4) Layer2 assumes no liability for the error-free operation of the Software if the conditions in the system documents are not followed or if the Customer violates these Terms of Use. 

(5) The foregoing warranty provisions shall not apply if Customer (a) makes or cause to be made any modifications to the Software without the consent of Layer2, (b) use the Software in a manner for which it was not intended, or (c) use the Software other than as permitted in this Agreement. 

(1) Customer agrees that the Software and information relating to the Software including keys, technologies, know-how, ideas, algorithms, test procedures, structures, interfaces, specifications, documentation, program errors, problem messages, analyses and performance information and other technical, economic and product data, the documents including the particular design and structure of special programs are confidential proprietary information of Layer2. Customer shall not disclose, make available or otherwise provide access to the confidential information in any form to any third party without the prior written consent of Layer2. Customer will implement reasonable security measures to protect the Confidential Information. 

(2) The customer agrees that Layer2 may name the customer as a customer on the Layer2 and use the Logo of the customer website and in Layer2's social media channels.

(1) The Subscription License is renewed for the same term at the end of the current term unless the agreement is terminated by either party with 1 day notice to the end of the term. The customer can terminate the subscription via their customer account.

(2) The customer can renew or change a subscription up to 1 day before the renewal date. The form and any other deadlines depend on the subscription method.

(3) Customer’s rights under this Agreement will terminate immediately without notice from Layer2 in the event of a material breach of this Agreement or in the event of an action brought by Customer to limit the rights of Layer2 and/or its licensors in the Software. 

(4) Licensor or Layer2 may terminate this Agreement if the Software becomes, or in Licensor's or Layer2's reasonable opinion is likely to become, the subject of an action for infringement of intellectual property rights or misappropriation of trade secrets. Upon termination, Customer will cease to use the Software and erase it. The provisions of the sections pertaining to Restrictions, Proprietary Rights, Confidentiality, Warranty and Limitations of Liability of this Agreement shall remain in effect upon termination of this Terms of Use. 

(5) Layer2 reserves the right to discontinue a product in whole or in part and no longer offer it. Information about the discontinuation of a product will be provided to the customer in writing at least 6 months before the planned date of discontinuation. As a rule, customers can use the product until the end of the subscription period. If this is not possible due to the discontinuation, the compensation already paid for this period will be refunded on a pro-rata basis.