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Synaps End User License Agreement

IMPORTANT - READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Digital Retail Systems Limited (the "Owner") covering your use of Synaps (the “Software”) in your Product (the Product"). Be sure to read the following agreement before using the Software.

Eula for SaaS (Software as a Service) License:

TERMS AND CONDITIONS

1. GRANT OF LICENSE. The Owner grants you the rights to use the Software, according to the license model described at point 2. It is agreed that in exchange for the license set forth herein, you will pay a monthly subscription fee per User Licence for the Product.

2. LICENSE MODEL - SaaS (Software as a Service) License:  This license allows you to use the the Product from any number of computers or devices. Concurrent connections to the Product are not to exceed the number of subscribed User Licences. The number of User Licences required shall be determined as the greater of:

  1. The number of concurrent sessions from unique computers or devices to the Product (sessions shall expire ten minutes after the last connection from a computer or device)
  2. The number of named Users as configured in the Product, each of whom have unique login credentials

3. DATA OWNERSHIP. Your private data held within the Product remains your own property and will not be analysed or inspected by the Owner for use outside the Product without your prior consent. In the event this agreement is terminated, application for access to data the Product must be made in writing to the Owner. The Owner reserves the right to delete data from backups and servers 30 days if you do not renew your subscription to the Product unless you notify Owner in writing within 28 days of the expiry of your subscription to the Product.

4. RESERVATION OF RIGHTS AND OWNERSHIP. The Owner reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. The Owner owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service the Software marks.

5. INTELLECTUAL PROPERTY. The Owner retains ownership of all current and future Intellectual Property rights of any features, algorithms, designs and all other aspects of the Software.

6. SECURITY. You agree not to attempt to gain access to any parts of the Software or its components for which the Owner has not granted permission. You agree not to try to compromise security mechanisms in any way or attempt to gain unauthorised access to data from the Software or its components. You agree not to attempt to decompile, in whole or in part, any component of the Software.

7. USAGE. You agree not to undertake, or cause to be undertaken, any activity which may compromise the stability, performance or access of the Software for other users. Whether or not any activity is in breach of this clause is at the sole discretion of the Owner, and Owner retains the right to temporarily or permanently suspend access to the Software in the event such activity occurs.

8. TERMINATION. Without prejudice to any other rights, the Owner may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, your right to use this Software and the rights to access your data held in the Product will be terminated and you must uninstall any downloaded components of the Product.

9. WARRANTY. Owner represents and warrants that he has full title and ownership to the Software and has the authority to grant the license hereunder. To the best of Owner's knowledge the Software does not infringe upon the intellectual property rights of any third party and that he did not receive any notice regarding any alleged infringement thereof.

10. DISCLAIMER OF WARRANTIES. The Software and its related material are provided “AS IS” and without warranty of any kind and the Owner expressly disclaims all other warranties, expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, AND EVEN IF THE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. LIMITATION OF LIABILITY. In no event shall the Owner's liability exceed the license fees paid within the 12 months prior to the incident which the Owner is liable for, if any.

END OF TERMS AND CONDITIONS

Should you have any questions concerning this EULA, or if you desire to contact the Owner for any reason, please contact us at:

helpdesk@synapscommerce.com