IMPORTANT, PLEASE READ CAREFULLY: THIS END USER LICENSE AGREEMENT “EULA” IS A LEGAL AGREEMENT BETWEEN YOU (AS AN INDIVIDUAL OR ENTITY, “YOU”, “THE USER”, “THE CUSTOMER”) AND SYNETO S.R.L. (“SYNETO”), FOR PRODUCTS AND COMPUTER SOFTWARE (“SOFTWARE”), SERVICES AND ASSOCIATED DOCUMENTATION (“DOCUMENTATION”). BY DOWNLOADING, INSTALLING, USING OR ACCESSING THE SOFTWARE OR RECEIVING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT COPY, INSTALL OR USE THE PRODUCTS, SOFTWARE OR SERVICES.
THIS AGREEMENT MAY ONLY BE SUPERSEDED BY A SEPARATE, SIGNED WRITTEN AGREEMENT WITH SYNETO THAT EXPRESSLY PURPORTS TO SUPERSEDE THIS AGREEMENT.
a) “Software” means, collectively, SynetoOS Software (Syneto’s standard embedded firmware and software), standalone software downloaded or accessed by you from Syneto, and licensed software add-ons. Software also includes all updates, upgrades, copies, modifications and derivatives thereof. Software is licensed only in object code and includes any third party or open source software included with the Software.
b) “Products” means all of Syneto’s hardware, products, software and services (whether purchased directly from Syneto or indirectly from an authorized Syneto channel partner, as applicable);
c) “Order” means the purchase order or other agreed upon document, which includes, but is not limited to, a description of the Products and Services purchased by you from a Syneto authorized reseller, including the applicable Term.
d) “Term” means the period of time from the Effective Start Date until the end of the applicable license term as set forth on the Order, including any renewal thereof.
e) “Updates” mean patch releases, “bug” fixes, maintenance updates for the Software
f) “Upgrades” mean new features included in Software or Services which you may purchase during the Term and which are subject to an additional charge.
2.0 SOFTWARE LICENSE
2.1 Subject to your compliance with the terms and conditions of this Agreement and payment of all fees due (either to Syneto or to Syneto’s authorized channel partner, as applicable), Syneto grants you a limited, non-exclusive, non-sublicensable, non-transferable (except as may be expressively permitted herein) license to use the Software and Documentation only for your internal business purposes on Hardware or Syneto-approved third-party hardware and in accordance with the Documentation. All Software is licensed in object code only.
2.2 Term of License. Unless otherwise agreed to in writing by Syneto, Software is licensed perpetual (non-expiring). The Software is portable to new hardware.
2.3 Subscription Services Additional Terms. If you acquire Subscription Services, additional terms at URL shall also govern your use of such services.
3.0 USE RESTRICTIONS
3.1 Software is licensed solely for Customer’s use, strictly in accordance with this Agreement. Except as expressly set forth herein, no rights in or to any intellectual property are transferred, assigned or licensed under this Agreement.
3.2 You will not, nor will you encourage or assist others to:
i. Copy, clone, modify, encumber or distribute the Software
ii. Reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software or create any derivative work including, without limitation, customization, translation or localization.
iii. Remove or obscure any proprietary notices on the Software or Documentation.
iv. Utilize, host, support or otherwise deploy Software as a service on behalf of any unaffiliated third party without the express written agreement of Syneto.
v. Use any feature, function or capability without first purchasing the applicable license, even if such feature, function or capability is enabled without an activation key
vi. Publish or disclose to any third party any technical features, performance or benchmark tests, comparative or competitive analyses relating to the Software unless authorized in writing by Syneto.
vii. Use the Software or the Subscription Services for any purpose or in any manner not authorized by this Agreement.
3.3 You acknowledge that Software may contain or be distributed with Open Source Software, use of which shall be governed by current respective licenses for such Open Source Software, a copy of which is accessible in the Support Portal, or by emailing EMAIL
3.4 All use of Third Party Hardware is at your own risk and is your responsibility. Syneto Hardware may not be resold, exchanged or otherwise transferred for any purpose, for a minimum period of twelve (12) months after delivery. Syneto support contracts may not be sold, assigned or otherwise transferred without Syneto’s written consent.
The User and Syneto may disclose Confidential Information to each other during the Term of this Agreement. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) which is in tangible form and labeled “confidential” or the like, or that reasonably should be understood to be confidential given the circumstances around the disclosure and the nature of the information. Confidential Information includes, but is not limited to, the Software, SaaS Services, Documentation, strategic roadmaps, product plans, product designs and architecture, technology and technical information, security processes, security audit reviews and business and marketing plans.Customer shall not use or disclose Confidential Information except as expressly authorized by this Agreement or by Syneto in writing.
Information will not be considered confidential if it
(i) is already known by Customer without obligation of confidentiality,
(ii) is or becomes public other than through breach of this Agreement, or
(iii) is received by Customer from a third party not known (in good faith) to be under an obligation of confidence to Syneto.
The User is entitled to receive the Support Services specified for the applicable support level and term that the Customer has ordered and paid for. Support Services characteristics may be updated from time to time in Syneto’s sole discretion.
During the Term of this Agreement, Syneto will implement and maintain commercially reasonable technical, physical and administrative safeguards and measures designed to address the security, confidentiality and availability of the Software, Products and Services.
7.0 WARRANTY AND ACKNOWLEDGEMENTS
7.1 Syneto warrants that the Software, in its unmodified form as initially delivered or made available to the User, will perform substantially in accordance with the Documentation for a warranty period of ninety (90) days from the date the Software is delivered to User. In the event the Software fails in a material respect to operate in accordance with the Documentation during the warranty period and Syneto is unable to correct the defect, Syneto’s sole and exclusive liability and User’s sole and exclusive remedy shall be a refund of the License fee, if any, paid by User for the Software. In the event a reported problem with the Software is User’s fault, User agrees to reimburse Syneto for its correction efforts in accordance with its then standard rates.
7.2 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Syneto gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
7.3 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Syneto gives no warranty or representation that the Software will be entirely secure.
7.0 LIMITATION OF LIABILITY
NEITHER SYNETO NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA OR THE COST OF COVER, HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
8.0 EXCLUDED USES
SYNETO SOFTWARE ISNOT DESIGNED OR INTENDED FOR USE IN APPLICATIONS IN WHICH FAILURE OF SUCH SOFTWARE COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE, OR CATASTROPHIC PROPERTY DAMAGE (THE “EXCLUDED USES”). THE CUSTOMER HAS THE SOLE RESPONSIBILITY FOR PROTECTING ITS DATA — BY PERIODICALLY CREATING REDUNDANT COPIES OR OTHERWISE — AND SYNETO IS NOT RESPONSIBLE FOR LOST OR CORRUPTED DATA, WORK STOPPAGE, RE-RUN TIME, INACCURATE OUTPUT, OR COMPUTER FAILURE OR MALFUNCTION ASSOCIATED WITH (OR OCCURRING DURING) ANY EXCLUDED USE.
9.1 Entire Agreement. This Agreement shall constitute the complete and exclusive statement of the terms of agreement between Syneto and Customer regarding its subject matter. Only the terms expressly stated on a binding and valid Syneto sales quotation or a written instrument signed by a valid Syneto signatory may modify or supplement the terms hereof. THE TERMS OF ANY PURCHASE ORDER, CONFIRMATION OR SIMILAR DOCUMENT WILL HAVE NO EFFECT AND WILL NOT BE CONSIDERED AGREED TO BY SYNETO.
9.3 Assignment. The User may not delegate, assign or transfer this Agreement or any of Customer’s rights or duties hereunder without Syneto’s express prior written consent, and any attempt to do so shall be null and void. Syneto may freely assign this Agreement, and its rights and/or obligations hereunder, in whole or part.
9.4 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, internet failure, fires, floods, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
9.5 Governing Law This Agreement shall be governed by and construed in accordance with Italian law.The courts of CITY – Italy shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.