Synthesis License 3.x - Professional

The following is the End Uer Agreement for Synthesis Version 3.x for Professional Use.

PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE “USER”) AND SYNTHESIS RESEARCH INC. (THE “LICENSOR”).

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THE SOFTWARE LICENSED HEREIN, USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE LIMITATIONS ON THE GRANT OF LICENSE AND THE DISCLAIMER OF WARRANTIES CONTAINED HEREIN. IF USER IS NOT WILLING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, USER MUST PROMPTLY RETURN THE SOFTWARE TO LICENSOR OR LICENSOR’S AGENT, AND DELETE ANY OF THE SOFTWARE INSTALLED ON LICENSEE’S SYSTEM.

IF USER WISHES TO USE THE SOFTWARE ON A COMPUTER OR NETWORK OTHER THAN THE LICENSED PLATFORM, THEN USER MUST OBTAIN ADDITIONAL LICENSES AND PAY ADDITIONAL FEES IN ADVANCE OF SUCH INSTALLATION. USER SHALL CONTACT THE LICENSOR FOR ADDITIONAL INFORMATION. THIS AGREEMENT IS EFFECTIVE AS OF THE INSTALLATION OF THE SOFTWARE.

SECTION 1 - DEFINITIONS

(a) “Agreement” means this End User License Agreement;

(b) “Documentation” shall include, but not be limited to, any printed materials, “online” or electronic data and tutorials provided by or obtained from Synthesis Research Inc. with regard to this Software;

(d) “Licensed Platform” shall mean the computer system on which the Software is being used;

(e) “Software” means the Licensor's Software program;

(f) “Term” means the period of time the user has paid for full access use of the Software; and

(g) “Trial Version” means the limited use version of the Software which limits the number of references that can be imported into a project.

SECTION 2 - GRANT OF LICENSE

Licensor hereby grants and USER hereby accepts, a limited, non-exclusive, non-transferable license (the “License”) to use the Software, under the price, terms, and conditions specified in this Agreement. Any rights not expressly granted herein shall be reserved for Licensor. Source code as well as any other information pertaining to the logic, design, or structure of the Software is specifically excluded from the License granted hereunder. Title to the Software and all copies thereof and all Intellectual Property Rights of whatever nature with respect thereto shall be and remain the exclusive property of Licensor.

SECTION 3 – USE OF THE SOFTWARE

Subject to the terms of this Agreement, User has the right under the License, during the Term of the License, to install, execute or run the Software on User’s computer. User may not modify the Software nor merge any part of it with another software program. User may not attempt to determine the source code for the Software, nor modify, reprogram, translate, disassemble, decompile, or otherwise reverse engineer the Software (except to the extent applicable laws specifically prohibit such restriction). User may not, except as expressly provided herein, use, disclose, sublicense, lease, rent, or transfer the Software, in whole or in part, to any third party, or provide the benefit of its use to any third parties via a service bureau, time sharing or, application service provider services. User may not copy the Software. User shall not remove, cover, or otherwise alter any name or other identifying marks of the Software or any authorized copies thereof.

SECTION 4 – FEES AND PAYMENT TERMS

This Agreement is between User and Licensor solely. The applicable License Fee and associated terms and conditions are specified on the price proposal provided by Synthesis Research Inc. All fees paid to the Licensor are non-refundable. The User will pay all taxes, including GST, PST, and similar taxes and duties imposed by any Canadian or non-Canadian government entity on the transaction contemplated by this agreement.

SECTION 5 – TERM

The license is effective for the Term after which the Software will revert back to the Trial version. The Term is specified on the price proposal provided by Synthesis Research Inc. Updates to the Software will be provided periodically to ensure the continued usability of the Software.

SECTION 6 – SINGLE LICENSE

The Software and Documentation are licensed, not sold. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses to the Software.

SECTION 7 – BUNDLE LICENSE

If the Software is licensed as a suite or bundle with more than one specified Software product, this Agreement applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable product packaging or accompanying documentation that applies to any of such Software products individually.

SECTION 8 – USER RESONSIBILITIES

User acknowledges that it is User’s responsibility to obtain all necessary consents and permissions to utilize the Software with third-party materials and to adhere to all applicable intellectual property laws with regards to capturing, storing and copying any copyrighted materials using the Software.

User shall defend, indemnify and hold harmless Licensor and its affiliates from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses of every nature and kind whatsoever which Synthesis and its officers, employees, agents, or assigns may suffer as a result of User’s use of the Software, User shall ensure that all authorized users comply with the terms and conditions of the Agreement and is liable for their conduct.

SECTION 9 - OWNERSHIP AND LIMITS TO USE

The Software and the Documentation will remain at all times the sole and exclusive property of Licensor and User covenants and agrees that it:

(i) will not reproduce, transmit or provide access to the Software on any computer that is not authorized by this Agreement;

(ii) will not loan, sell, or otherwise distribute all or any part of the Software or Documentation;

(iii) will not decompile, disassemble or undertake any form of reengineering process on the Software or provide assistance to any effort of a third party to do so; and

(iv) will not modify or alter in any manner the Software or the Documentation or take part in any such an effort initiated by a third party.

SECTION 10 - TECHNICAL SUPPORT AND MAINTENANCE

User acknowledges and agrees that technical support is currently not available for purchase, that technical support is limited to online video tutorials and user manuals, and that such technical support materials may not continue to be available in the future.

SECTION 11 – TRANSFER OR ASSIGMENT OF RIGHTS

User may not transfer, assign, or encumber any of its rights and obligations under this Agreement or in the Software without obtaining Licensor’s prior written consent. Licensor may assign all of its rights and obligations set out in this Agreement and upon such assignment shall be released from all obligations hereunder. The assignee shall then assume all the rights and obligations of Licensor hereunder and become Licensor under this Agreement.

SECTION 12 - LIMITATION OF LIABILITY AND WARRANTY

THE SOFTWARE AS WELL AS THE DOCUMENTATION IS PROVIDED TO USER AS IS. LICENSOR DISCLAIMS ALL LIABILITY OTHER THAN WHAT IS EXPRESSLY SET OUT IN THIS AGREEMENT.

LICENSOR DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, NOR THAT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR FREE. LICENSOR IS NOT RESPONSIBLE FOR THE RESULTS OF LICENSEE’S USE OF THE SOFTWARE OR FOR ANY ACTION TAKEN BY LICENSEE OR THIRD PARTIES ON THE BASIS THEREOF. IN THE EVENT OF ACTION TAKEN BY THE LICENSEE OR THIRD PARTIES, THE LIABILITY OF THE LICENSOR SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY THE USER.

LICENSOR OFFERS NO WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, RELATING TO THE USE, PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH THE USE OF THE SOFTWARE AND DOCUMENTATION.

SECTION 13 - TERMINATION

This Agreement shall remain in effect until terminated as provided herein or the expiry of the Term, whichever occurs first. If User breaches any provision of this Agreement, the License and this Agreement are automatically terminated and all of User’s rights hereunder shall immediately cease. Licensor may terminate this Agreement upon ten (10) days prior notice to User. User hereby agrees upon such termination to destroy the Software, together with all copies thereof, and to provide Licensor forthwith with certification that all copies have been destroyed. The termination of this License and/or this Agreement shall not prejudice or affect the accrued rights or claims of Licensor nor shall it release User from any of the restrictions of this Agreement concerning use, possession, copying, or disclosure of the Software, all of which shall survive termination.

SECTION 14 - CONFIDENTIALITY

User shall not disclose any business, technical, or financial information of Licensor nor copy or utilize, other than in conjunction with the purposes of this License or the provision of maintenance and support hereunder, any information, trade, or professional secrets of Licensor, which shall be deemed to include the Software (hereinafter “Confidential Information”). User will use at least the same degree of care to protect the Confidential Information of Licensor as it would use to protect its own Confidential Information of a similar nature, but in no event less than reasonable care. User shall ensure that its employees, agents, and subcontractors observe these conditions.

The parties agree that Confidential Information shall not include any information which:

(i) was previously known to the receiving party if the receiving party can prove such prior knowledge and the receiving party did not learn such information from a person whom the receiving party knew was under a duty to the disclosing party not to disclose the information;

(ii) is or becomes part of the public domain without breach of this Agreement;

(iii) the receiving party receives from an independent third party who is not under an obligation not to disclose it;

(iv) is independently developed by the receiving party as evidenced by documentation dated prior to the time of disclosure by the disclosing party; or

(v) is required to be disclosed pursuant to the order of a governmental agency, legislative body, or a court of competent jurisdiction, provided reasonable prior notice of the intended disclosure is provided to the other party.

SECTION 15 - PRIVACY

The collection of data by Licensor is limited to the following:

• License Key Activation. This would involve sending limited information from the desktop application to a web server about the activation. This would include a license key generated from the end user’s computer and limited identifying information about the end user (name, institution city, country and email address).

• Check for Updates. When the end user checks for updates on the desktop application (either done manually or automatically), this information is collected on the server.

SECTION 16 - GOVERNING LAW

This Agreement is governed and will be construed in accordance with the laws applicable and in force in the Province of Alberta, Canada.

SECTION 17 - ENTIRE AGREEMENT

All prior proposals, understandings, and other agreements, whether oral or written between the parties that relate to this subject matter are hereby superseded and merged into this Agreement. This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of both parties.

SECTION 18 – LEGAL COUNSEL

User acknowledges that it has read and understood the Agreement in its entirety and accepts this Agreement voluntarily, having had the opportunity to seek independent legal advice on the matters contained herein.

SECTION 19 – SEVERABILITY

In the event that any provision of this Agreement is held by a court of competent jurisdiction to be legally ineffective or unenforceable, the validity of the remaining provisions shall not be affected.

SECTION 20 - NOTICES

User may send notices to Licensor at outreach@synthesis.info . Licensor may contact user by email.

USER HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.