EULA - End User License Agreement
End User License Agreement (For Syncura Client Software)
Thank you for licensing Syncura software. Please read this End User License Agreement ("EULA") carefully and be sure you understand it. This EULA is a legal agreement between you (either an individual or a single entity) and Tim Weiler. You must review and either accept or reject the terms of this EULA before installing or using the Software. Clicking the "I accept the agreement" check box below and clicking the Next button is just like signing a contract written on paper. By clicking the " I accept the agreement " check box and clicking the Next button, or installing or using the software, you acknowledge that you have read all of the terms and conditions of this EULA, understand them, and agree to be legally bound by them.
If you are installing trial, evaluation use, or beta Software, please note that special terms and conditions apply, as described below in Sections 4, 5 and 6.
If you use the Software on a Computer that you share with other End Users, and if another End User installs a new version of the Software and accepts a new version of this EULA, you agree to be bound by the new version of the EULA.
1. DEFINITIONS. The following capitalized terms used in this EULA have the meanings indicated:
(a) "Account" means a set of Syncura shared spaces and identities accessible by a single login to the Software.
(b) "Computer" means a personal computer or personal computing device.
(c) "Delivery Date" means (i) in the case of Software that utilizes an activation key, the date on which Tim Weiler sends or otherwise makes available to you the activation key(s) for the Software or a method for creating them; and (ii) in the case of Software that does not utilize an activation key, the date on which Tim Weiler sends you a CD, diskette, or a digital file containing the Software.
(d) "Documentation" means any online help text and/or manuals provided with the Software.
(e) "End User" means you and any human being whose use of the Software you sponsor.
(f) "Hosted Services" means any server-based services provided by Tim Weiler to support use of Software.
(g) "Server" means a computer server owned, leased or otherwise controlled by you or a third party on which a licensed copy of Tim Weilers server-based software product is installed.
(h) "Services" means Hosted Services, software maintenance services, support services (including deployment support services), and any other services Tim Weiler may provide you in connection with your use of the Software.
(i) "Software" means the Syncura software accompanying this EULA, in object code form, together with any of the following that may form a part of it or subsequently be provided by Tim Weiler for use with it: (A) tools, toolsets, "skins" and other software applications or components; (B) artwork, photographs, and video or audio content; (C) Documentation; and (D) any Updates to or Upgrades of any of the foregoing that may be covered by this EULA.
(j) "Trademark Usage Policy" means the document accessible on the Web Site that sets forth certain terms and conditions related to use of Tim Weiler trademarks, as it may be amended by Tim Weiler from time to time.
(k) "Updates" means bug fixes, patches, or other revisions to or modifications of Software that Tim Weiler provides to you or any End User, including those it makes generally available to customers that subscribe to its software maintenance services. An Update typically is identified by a change in a number and/or letter to the right of the first decimal point in a products version number. Updates do not include Upgrades.
(l) "Upgrade" means a major release of Software, as determined by Tim Weiler in its sole discretion. An Upgrade typically is identified by a new product name or a new number to the left of the first decimal point in the version number of an existing product name.
(m) "Web Site" means Tim Weilers web site located at http://www.syncura.com.
2. OWNERSHIP. The Software is licensed, not sold. You acknowledge that the Software (including any changes you may request or suggest) is the property of Tim Weiler and/or its licensors. Title to each copy of the Software and all related intellectual property rights embodied in or represented by the Software will remain with Tim Weiler and/or its licensors at all times, as will all other rights not explicitly granted to you under this EULA.
3. LICENSE GRANT. Tim Weiler grants you a time-limited, nonexclusive, limited license to install and use the Software solely in object code form, provided you comply with all the terms and conditions of this EULA:
(a) Software. You may use the Software in up to one Account on up to three (3) Computers regularly and primarily used by you. If you have licensed multiple copies of the Software, then, for each copy of the Software you have licensed, you may permit one End User to install and use the Software in up to one Account on up to three (3) Computers regularly and primarily used by that End User. You and any End User you validly permit to use the Software may use it via its user interface, its application program interface, or its network protocol interface. You hereby accept responsibility for each End Users use of the Software and Services and their compliance with the terms of this EULA. If the Software you are installing is preview or trial Software, evaluation use Software, or beta Software, your rights are limited as described below in Section 4, 5 or 6. You may make one copy of the Software solely for backup or archival purposes.
(b) Hosted Services. Your use of Hosted Services is subject to the terms, conditions and limitations pertaining to the service level, if any, to which you have subscribed.
(c) Third-Party Access to Software Functionality. You may permit any number of individual users to access the Softwares functionality directly or indirectly via its application program interface or network protocol interface, provided that each user who accesses the Softwares functionality in either manner must possess current and valid license rights to a copy of the Software. This right does not apply to trial or preview Software.
4. TRIAL SOFTWARE. If the Software is marked "preview" or "trial" (or a similar designation), then your rights are limited as described in this section. If you use the Software primarily for personal purposes (whether at home, at your office or elsewhere), you may use the Software (and any Services Tim Weiler chooses to provide you) in a manner consistent with the terms of this EULA until such time as you breach this EULA or Tim Weiler elects to terminate your use of the Software and/or Services, which it may do without notice at any time. If you use the Software primarily for commercial purposes (whether at home, at your office or elsewhere), or if you use the Software for personal or commercial purposes in conjunction with third party software or a third party service that utilizes the Softwares application program interfaces or network protocol interfaces (excluding any software or service that the third party makes generally available without charge and without receiving payment from another party for or in connection with the distribution or provision of the software or service), you may use the Software (and any Services Tim Weiler chooses to provide you) in a manner consistent with the terms of this EULA until the earlier of 30 days from the Delivery Date, your breach of this EULA, or such time as Tim Weiler elects to terminate your use of the Software and/or Services, which it may do without notice at any time. In either case, in light of the fact that trial Software is provided to you free of charge, Tim Weiler disclaims the limited warranty set forth below in Section 10, and neither Tim Weiler nor any Released Party will be liable for direct damages related to trial Software, as explained more fully in Section 11(b). If you use trial Software behind a firewall, your use will be deemed to be primarily for commercial purposes. Trial Software may contain a mechanism that will automatically disable use of the Software, alter its functionality, and/or notify you of term limits after a predetermined period of time.
5. EVALUATION SOFTWARE. If Tim Weiler provides Software to you for evaluation use, then your rights are limited as described in this section. You may use the Software (and any Services Tim Weiler chooses to provide you in connection with it) in a manner consistent with the terms of this EULA solely for evaluation purposes for 30 days from the Delivery Date, or for such other period as may be indicated in writing by Tim Weiler at or after the time of delivery. In light of the fact that evaluation Software is provided to you free of charge, Tim Weiler disclaims the limited warranty set forth below in Section 10, and neither Tim Weiler nor any Released Party will be liable for direct damages related to evaluation Software, as explained more fully in Section 11(b). Evaluation copies of Software may include a "time-out" mechanism that will automatically downgrade the Software to trial-level Software or disable use of the Software and prevent access to Services at the end of the evaluation period.
6. BETA SOFTWARE.
(a) Use. If the Software is designated as pre-release or beta software, then you may use it (and any Services Tim Weiler chooses to provide you in connection with it) in a manner consistent with the terms of this EULA solely to test the product internally, test the compatibility of your application or other product(s) that operate in conjunction with the Software, and to evaluate the Software for the purpose of providing Feedback regarding it to Tim Weiler. You may use the Software until the earlier of (i) 120 days from the Delivery Date, (ii) the date of the commercial release of the non-beta version of the Software, or (iii) 10 days after the date on which you or we send written notice to the other terminating your right to use the beta Software, which either of us may do at any time. You may not use the Software in a live operating environment where it may be relied upon to perform in the same manner as a commercially released product or with data that has not been sufficiently backed up. You may not use the Software for benchmark or performance testing.
(b) Acknowledgement and Additional Liability Limitation and Warranty Disclaimer. You acknowledge that all Software designated as pre-release or beta Software may contain bugs, may not operate properly or perform all intended functions, may interfere with the functioning of other software applications, and may cause errors, data loss or other problems. WE STRONGLY ADVISE YOU NOT TO INSTALL BETA SOFTWARE ON A COMPUTER ON WHICH YOU HAVE INSTALLED AN EARLIER VERSION OF THE SOFTWARE. YOU SHOULD NOT INSTALL BETA SOFTWARE ON THE SAME COMPUTER ON WHICH YOU HAVE INSTALLED AN EARLIER VERSION OF THE SOFTWARE, UNLESS YOU ARE CERTAIN YOU HAVE CONFIGURED YOUR COMPUTER SO THAT THE BETA SOFTWARE WILL NOT REPLACE THE EARLIER VERSION. In light of the fact that pre-release or beta Software is provided to you free of charge, Tim Weiler disclaims the limited warranty set forth below in Section 10 with respect to pre-release or beta Software, and neither Tim Weiler nor any Released Party will be liable for direct damages related to pre-release or beta Software, as explained more fully in Section 11(b).
(c) Feedback. You agree to provide to Tim Weiler reasonable suggestions, comments and feedback regarding beta Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). You grant Tim Weiler, under all of your intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, and create derivative works of, the Feedback as part of any Tim Weiler product, technology, service, specification or other documentation (collectively, "Tim Weilers Offerings"), (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Tim Weilers Offering, (iii) solely with respect to your copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties, and (iv) to sublicense to third parties any claims of any patents owned or licensable by you that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a Tim Weiler product, technology or service. Further, you warrant that your Feedback is not subject to license terms that will require, or claim to require, that any Tim Weiler Offering that incorporates any Feedback (or any intellectual property therein) be licensed to any third party on specified terms. Due to the nature of the development work, Tim Weiler provides no assurance that any specific errors or discrepancies in the Product will be corrected.
(d) Confidentiality. All beta Software, including its existence and features and related information, are proprietary and confidential information to Tim Weiler. You agree not to disclose or provide beta Software, its Documentation, or any related information (including the Software features or the results of use or testing) to any third party, for a period of one year following the Delivery Date of the Software or until its commercial release, whichever occurs first; provided that, thereafter, you agree not to disclose or provide to any third party any information regarding the Software that has not been made public by Tim Weiler as of its commercial release. These restrictions will not apply to any information that (a) is publicly known at the time of its disclosure; (b) is lawfully received from a third party not obligated to maintain it in confidence; (c) is published or otherwise made known to the public by Tim Weiler; (d) you generated independently before you received it, as evidenced by your records; or (e) is required to be disclosed under any law, governmental rule or regulation or a valid court order, provided you give Tim Weiler reasonable written notice prior to disclosure and comply with any applicable protective order or equivalent.
(e) Support and Maintenance. Tim Weiler is not obligated to provide maintenance, technical support, or updates to you for beta Software, but any Updates or other supplemental Software provided to you in connection with beta Software will be subject to the terms and conditions of this EULA. In no event will Tim Weiler be obligated to provide you, free of charge, a copy of the commercial release version of the Software in connection with your participation in any testing program. Tim Weiler is not obligated to make beta Software commercially available.
7. RESTRICTIONS AND LIMITATIONS. You agree to comply with the following restrictions and limitations, and you agree not to permit others (including any End User whose use of the Software you sponsor) to violate them:
(a) Copying, Distribution and Use. You may not copy the Software, except in connection with installation of the Software as provided above in Section 3(a) and to make one copy of the Software solely for backup or archival purposes. You may not sell, rent, lease, sublicense or redistribute Software or its activation key(s), or use or permit others to install or directly or indirectly access or use the Software, its functionality, or its activation key(s), except as provided in this EULA.
(b) Proprietary Notices. You may not alter or remove any copyright, trademark, patent, or other protective notices contained in or on Software, except that Customer may alter or remove Tim Weilers trademarks and other branding elements from the user interface of the Software to the limited extent that may be permitted under the Trademark Usage Policy, as it may be amended from time to time.
(c) Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software or otherwise attempt to derive its source code, except and only to the extent that any of these activities is permitted by applicable law despite this restriction. To the extent that the right to decompile, disassemble, or reverse engineer the Software is permitted by applicable law, you agree not to do so if Tim Weiler makes available to you a separate software module that allows you to achieve interoperability of an independently created computer program for use with the Software. You agree that, prior to attempting to achieve such interoperability, you will obtain written notification from Tim Weiler that it is unwilling to make such a software module available within a reasonable period of time.
(d) Modifications and Derivative Works. You may not modify or create derivative works of the Software.
(e) Interference with Certain Features. You may not modify, disable, circumvent, avoid, bypass, remove, deactivate, impair or otherwise interfere with features of the Software that enforce license restrictions or limits or report technical or statistical information regarding the Software or its use to Tim Weiler.
(f) Use of Prior Versions. You may not continue to use prior versions of any Software after installing an Upgrade of the Software or any Update that wholly replaces the Software.
(g) Acceptable Use. You may not use the Software for a purpose or in a manner not permitted by the terms of Tim Weiler Acceptable Use Policy (as it may be amended from time to time), including, without limitation, infringement of intellectual property rights. Tim Weiler Acceptable Use Policy is accessible on the Web Site.
(h) Activation Keys. Each Software activation key and Account is intended solely for your use (or use by another End User for whom you have acquired and paid for a license). You (and your licensed End Users) are solely responsible for maintaining the confidentiality and security of your activation key(s) and Account(s). You are solely responsible and liable for any and all use of your activation key(s) and Account(s) and for activities that occur on or through your activation key(s) or Account(s). You agree to notify us immediately about any unauthorized access to or use of any of your activation key(s) or Account(s). The Software contains technological measures designed to prevent its unlicensed or illegal use. You agree that we may use those measures.
8. MAINTENANCE AND SUPPORT. Unless you subscribe to an enhanced maintenance and/or support offering, you are not entitled to receive additional maintenance or support for the Software (though any Updates or Upgrades Tim Weiler may provide you will be covered by this EULA, unless Tim Weiler requires you to accept a new agreement at the time they are provided). If you subscribe to a maintenance and/or support offering from Tim Weiler, Tim Weiler will provide you with maintenance and/or support services corresponding to the service level(s) to which you have subscribed or the terms of any separate agreement you may enter into with Tim Weiler related to such services. Whether or not you subscribe to a maintenance and/or support offering, Tim Weiler reserves the right to provide you with updates or supplements to the Software via automatic download when we consider it necessary to do so to ensure that the Software functions properly. Any technical information you provide Tim Weiler in connection with support services it provides you may be used by Tim Weiler for its business purposes, including product and service development, subject to the terms of our Sy