SOFTWARE LICENSE AGREEMENT
1.1 This Software License Agreement (the “Agreement”) is applicable for Synteda AB (“Synteda”) and governs a customer’s (“Customer”) license to Synteda’s proprietary software products as defined below (the “Software”). The Agreement applies whether or not Customer has purchased the license directly from Synteda or indirectly through a Synteda authorized reseller or distributor (a “Reseller”).
1.2 Customer must read this Agreement carefully before completing the installation process and using the Software. If Customer does not agree to any of the terms of this Agreement, Customer shall not install, distribute, access or in any other way use the Software.
1.3 By clicking “Accept” or installing and/or using or accessing the Software, Customer confirms its acceptance of the Software and agree to be bound by the terms and conditions of this Agreement.
1.4 Any other general conditions shall only apply if explicitly accepted in writing by a person authorized to sign on behalf of Synteda. Additional terms and conditions may appear on the web page or Order Form. Any such additional terms and conditions are incorporated into this Agreement by reference and are considered as binding.
2. Definitions In this Agreement
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes hereof, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Client” means each specific computer or other device where the Software is used on behalf of Customer.
“Server” means any instance on a computer or other device of the EyeServer.
“Customer” means any entity eligible to license a right to use the Software from Synteda for its own internal business, i.e. not for resale.
“Order Form” means Synteda’s online registration form at Synteda’s web page or a digital or physical document for placing orders for the Software and identifies the Software ordered by Customer, including the license type, quantity and access information. Order Forms shall be deemed incorporated herein by reference.
“Software” means any software program(s) provided directly from Synteda or indirectly through a Resellser, under this Agreement. Software includes the software program(s) EyeAutomate and any Updates provided by Synteda . The Software is provided in object code, regardless of license type.
“Support Materials” means any published and generally available on-line user and administrator materials Synteda may deliver or make available with the Software or any Updates, including on-line help, as updated from time to time as the context may require.
“Updates” means any and all updates, upgrades, fixes, patches, revisions, functional additions, modifications, enhancements, new versions and releases of the Software, as the context may require and as Synteda makes available to Customer in its sole discretion. Updates do not include any software that is marketed and priced as a separate product.
Customer has a right to free Updates during the validity of the license.
3. Free trial
3.1 EyeServer can be used for a limited time period with a trial license.
3.2 Customer shall not: (a) alter the contents of a hard drive or computer system to enable the use of the Software for an aggregate period in excess of the period for one license, or (b) disclose the results of software performance benchmarks obtained using the Software to any third party without Synteda’s prior written consent.
4. License grant and term of license
4.1 Subject to Customer’s timely payment as per section 8 and compliance with the terms and conditions set forth herein, Synteda hereby grants Customer a non-exclusive, non-transferable and non-assignable license to install and use the Software. Customer shall install and use the Software solely as permitted by the license so purchased, which license is specified in the applicable Order Form and is described in this Agreement.
4.2 The license key may only be used in one site/location or by resources that belong to that site. A site is typically an office building.
4.3 Delivery of the Software is made electronically by making the Software available to Customer for download or by providing Customer with a key for such usage.
4.4 The license key is unique to the Customer and may not be used by anyone other than the Customer.
5.1 Customer has a right to free Minor Updates that is made available granted that the Customer owns a license for the corresponding Major version.
6. Other services
This Agreement only regulates the right to use the Software. Synteda and, if specifically agreed upon any Reseller, may provide maintenance and support services, installation and consultancy services regarding the Software according to separately agreed terms and conditions.
7. Restricted Use – No copying
7.1 Customer’s use of the Software is limited to the number of Servers and such other usage restrictions as are set forth on an Order Form and as set forth herein. Synteda and its Resellers reserve any and all rights, implied or otherwise, which are not expressly granted hereunder, in and to the Software.
7.2 Customer shall not use the Software in violation of the terms and conditions provided in this Agreement and shall, if applicable, be liable for any of Customer Affiliates’ or Customer employees, agents or representatives use of the Software. Especially Customer; (a) shall not let any person other than the permitted Servers use any part of the Software; (b) shall not perform or allow de-compilation or dissemblance to an extent which exceeds what is permitted by mandatory law; (c) shall not alter, copy or in any other way dispose of the Software or Support Materials to an extent that exceeds what is permitted mandatory by law; (d) shall not rent, lease, modify, translate or creative derivate works based on the Software to an extent that exceeds what is permitted mandatory by law; (e) shall not make, have made or permit its employees or third parties to make, any copies or verbal or media translations of the Software or Support Materials, in whole or part, for any reason unless otherwise agreed and (f) shall, if the number of Servers is limited according to the Agreement, immediately report any change in the number of Servers to Synteda.
7.3 Notwithstanding the above and only to the extent necessary considering the intended use of the Software and Support Materials, Customer may make, free of charge, one (1) copy of the Software and the Support Materials for archival or back-up purposes only. The copy of the Software is subject to all terms and conditions of this Agreement.
7.4 For the avoidance of doubt, any provision of source code, if included with the Software, does not constitute transfer of any legal rights to such code, and resale or distribution of all or any portion of all source code and intellectual property is strictly prohibited hereunder. All Software and other files remain Synteda’s exclusive property. If source code or modifiable files are provided, regardless of any modifications that Customer makes, Customer shall not redistribute them unless Synteda has expressly designated these as re-distributable.
8. Fees and payments
Customer shall pay Synteda or Reseller the fees, charges and other amounts specified in an Order Form in accordance with the terms of such Order Form. If the Order Form does not provide for the terms of payment, the Customer shall pay Synteda the fees, charges and other amounts set forth in the applicable Order Form within thirty (30) days of the date of invoice.
9. Consent to use data
9.1 Customer agrees that Synteda may collect and use technical information gathered from Client in order to facilitate the functionality and identify support needs of the Software as well as improve the Software.
9.2 Any personal data submitted to Synteda by Customer shall be processed and/or transferred in strict accordance with the applicable data protection laws. It is Customer’s responsibility to, if necessary, obtain consent from the personal data holder to process and transfer any personal data to Synteda.
10. Intellectual Property rights
10.1 Any and all intellectual property rights to the Software and all rights protecting it, including but not exclusively know-how, copyright, distinctive mark and registered design, Synteda trademark(s), the Support Materials and any Updates are owned and shall be vested in Synteda, and no ownership rights to the Software, Support Materials or Updates shall be transferred hereunder to Customer.
10.2 Unauthorized use or copy of the Software constitutes unlawful infringement of intellectual property rights and may lead to liability for damages or other remedies in accordance with the legislation in force and/or this Agreement. Any use of the Software requires permission from Synteda.
10.3 Synteda, EyeAutomate and other trademarks contained in the Software are trademarks or registered trademarks of Synteda in Sweden and/or other countries. Customer may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. Customer has no right to remove or in any other way harm trade mark or copyright sign of the Software or undertake any changes in any of the Software’s rights.
Customer acknowledges that the Software contains proprietary information and trade secrets of Synteda, including without limitation Synteda source code and its underlying logic and concepts (“Confidential Information”). Customer shall prevent and not allow any Confidential Information or materials to be disclosed, used, sold, assigned, leased, sub-licensed, commercially exploited or marketed in any way or manner by Customer or Customer Affiliates (or any of their employees, agents or representatives); and Customer shall not permit any such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating any key related to the Software. Without limitation of the foregoing, all Confidential Information shall be protected by Customer from disclosure to others with at least the same degree of care as that which is accorded Customer’s own proprietary information.
12. Disclaimer of warranty
Unless required by applicable law or agreed to in writing, Synteda provides the Software and Support Materials, and if applicable Updates, on an “as is” basis, without any warranties of any kind, either express or implied, including, without limitation, any warranties or rights of title, non-infringement, merchantability, or fitness for a particular purpose. Synteda does not warrant that the functions contained in the Software will meet Customer requirements, or that the operation of the Software will be uninterrupted or error or defect free. Customer’s settings effect how the Software is used and how a certain software program are tested by using the Software. Consequently, Synteda does not take any responsibility for that the tests of software programs that are performed using the Software are correct or of the functionality of such tested software programs. Customer is solely responsible for determining the appropriateness of using the Software, Support Materials, and if applicable, Updates, and assume any risks associated with its exercise of permissions under this Agreement. For the avoidance of doubt, Synteda shall not be responsible for any infringement by the Software or by Customer’s programs, technology and/ or the application of this technology or programs by Customer, or by any technology owned or applied by Customer.
13. Limitation of Liability
13.1 In no event shall Synteda be liable to Customer, unless required by applicable law (such as acting with wilful misconduct or gross negligence) (i) for any indirect, incidental, special, consequential, punitive, or tort damages, nor (ii) for any loss of use or data, or production or for lost profits, savings or revenues of any kind (whether direct, indirect or consequential); no matter what theory of liability, even if Synteda has been advised of the possibility of such damages. In addition, in no event shall Synteda’s total liability for all damages, losses and causes of action exceed the amount paid by Customer for the Software during the one (1) year prior to the event causing such damage under this Agreement.
13.2 In no event does Synteda authorize Customer to use the Software in applications or systems where the Software’s failure to perform can reasonably be expected to result in a significant physical injury, loss of life or financial damage. Any such use by Customer is entirely at Customer’s own risk, and Customer agrees to hold Synteda harmless from any claims or losses relating to such unauthorized use.
13.3 Customer assumes full responsibility for its use of the Software and use of any programs tested by the Software and any information entered, used and stored therein. Customer assumes full responsibility for its communication via the Software. Customer furthermore assumes full responsibility for ensuring that data is not inadvertently modified, deleted, destroyed or disclosed, and for the accuracy and integrity of the results. Synteda assumes no responsibility for Customer’s negligence or failure to take adequate measures to protect data from inadvertent modification, deletion, destruction or disclosure.
13.4 The limitation liability set forth herein shall not apply in case of wilful misconduct or gross negligence.
14. General provisions
14.1 Customer hereby agrees to be identified as a customer of Synteda and agree that Synteda may refer to Customer by name, trade name and trademark, if applicable, and may briefly describe Customer’s business in Synteda’s marketing materials and web site. Customer hereby grants Synteda a license to use Customer name and any of Customer trade names and trademarks solely for this purpose.
14.2 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.
15. Term and termination
15.1 This Agreement and the license rights granted hereunder shall be effective during the term as specified in an Order Form or the term for which Customer has paid, subject to earlier termination by Synteda or Customer in accordance with this Agreement.
15.2 Synteda may terminate this Agreement immediately if Customer or any of Customer’s designated Affiliates fails to comply with the terms and conditions of this Agreement.
15.3 In case the Agreement is terminated as set forth in sections 15.1 and 15.2 above, the rights granted to Customer pursuant to this Agreement shall automatically cease and Customer shall cease all use of the Software and any Support Materials and uninstall and destroy all copies of the Software and all of its component parts and upon Synteda’s written request, an authorized representative of Customer shall certify, promptly and in writing, such uninstallment and destruction.
16. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Sweden, without reference to its conflicts of law provisions. Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity thereof, shall be exclusively settled by the competent courts of Sweden
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