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SynaMan
End-user license agreement for SynaMan
PLEASE READ THIS AGREEMENT BEFORE DOWNLOADING THIS SOFTWARE PACKAGE. IF YOU DOWNLOAD
THIS SOFTWARE AND KEEP IT FOR MORE THAN THIRTY (30) DAYS, YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS,
DO NOT DOWNLOAD OR USE THESE SOFTWARE.
THIS LICENSE AGREEMENT APPLIES TO SYNAMAN AND SYNAMAN ONLY. REFER TO OTHER SOFTWARE
FOR THEIR RESPECTIVE LICENSE AGREEMENTS.
1. DEFINITION OF TERMS
(a) Freeware: As the name implies, freeware is free of any obligation to the end user.
You can download the program and use it indefinitely at no charge. You are also free
to distribute it to anyone you want, provided the distribution is an unmodified
version of what you downloaded from our Web Site.
(b) Shareware: This is built on the concept of "try it before you buy it." A version
of the software that is missing features or cannot be used more than a certain number
of times or days is distributed freely.
(c) User-account: A user-account is a set of email and password used to identify a
user in SynaMan. One user-account may represent one or more individuals using SynaMan.
2. GENERAL
The Software downloaded from this site is owned by Synametrics Technologies (formerly
known as IndusSoft Technologies) and is protected by U.S. copyright laws and other
laws and by international treaties.
3. LICENSE GRANTS
Upon your acceptance of this Software License Agreement Synametrics grants you a
non-exclusive, non-transferable, limited license to install and use a copy of
the Software on your compatible computer, up to the Permitted Number of computers.
The Permitted Number of computers shall be delineated at such time as you elect
to purchase the Software.
(a) SynaMan Personal Edition:
Synametrics Technologies grants you a license to use SynaMan Personal Edition,
a FREEWARE version of their software for as long as you like. You may freely
distribute these software to anyone you may like.
Non-commercial use is defined as individuals using the product for personal use,
such as someone who wants to transfer files from a home computer to a friend's
machines.
(a.1) Single user-account license
SynaMan Personal can only be used by one user called "admin". Creating additional
User-accounts is prohibit in SynaMan Personal Edition
The free version is not licensed for use within for-profit businesses, government
institutions (federal, state, local), educational institutions (including universities
and state or local school systems), and any individuals using SynaMan on behalf of
such entities or institutions.
(b) SynaMan Professional Edition:
Synametrics Technologies grants you a license to use SynaMan Professional, the SHAREWARE
version of their software for a period of THIRTY DAYS. After which you must purchase or
stop using the product and delete all the related material from your machine.
(b.1) Single Machine License
When you purchase a license for SynaMan Professional, Synametrics Technologies grants
you a license to use SynaMan Professional on any one machine. Additional licenses
must be purchased if you need to run SynaMan on more than one machine.
(b.2) User-Account
There is no limit on the number of User-accounts that can be created.
Other Restrictions:
You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or any
portion of the Software to third parties. You may not copy the Software except as
expressly set forth above, and any copies that you are permitted to make pursuant to
this Software License Agreement must contain the same copyright, patent and other
intellectual property markings that appear on or in the Software. You may not modify,
adapt or translate the Software. You may not, directly or indirectly, encumber or
suffer to exist any lien or security interest on the Software; knowingly take any action
that would cause the Software to be placed in the public domain; or use the Software
in any computer environment not specified in this Software License Agreement. You will
comply with applicable law and Synametrics? instructions regarding the use of the Software.
You agree to notify your employees and agents who may have access to the Software of the
restrictions contained in this Software License Agreement and to ensure their compliance
with these restrictions. You agree that you are solely responsible for the accuracy and
adequacy of the software for your intended use and you will indemnify and HOLD harmless
Synametrics from any 3rd party suit to the extent based upon the accuracy and adequacy
of the software in your use. Without limitation, The Software is not intended for use
in the operation of nuclear facilities, aircraft navigation, communication systems or air
traffic control equipment, where the failure of the Software could lead to death,
personal injury or severe physical or environmental damage.
4. LIMITED TRANSFER RIGHTS
Notwithstanding the foregoing, you may transfer all your rights to use the Software to
another person or legal entity provided that: (a) you also transfer each of this Software
License Agreement, the Software and all other software or hardware bundled or pre-installed
with the Software, including all copies, updates and prior versions, and all copies of font
software converted into other formats, to such person or entity; (b) you retain no copies,
including backups and copies stored on a computer; (c) the receiving party secures a
personalized key code from Synametrics; and (d) the receiving party accepts the terms and
conditions of this Software License Agreement and any other terms and conditions upon
which you legally purchased a license to the Software. Notwithstanding the foregoing,
you may not transfer education, pre-release, or not-for-resale copies of the Software.
5. LIMITED WARRANTY AND LIMITATION OF LIABILITY
(a) Limited Warranty and Customer Remedies. Synametrics warrants to the person or
entity that first purchases a license for use of the Software pursuant to the terms of
this Software License Agreement that (i) the Software will perform substantially in
accordance with any accompanying Documentation for a period of ninety (90) days from
the date of receipt, and (ii) any support services provided by Synametrics shall be
substantially as described in Section 6 of this agreement. Some states and jurisdictions
do not allow limitations on duration of an implied warranty, so the above limitation
may not apply to you. To the extent allowed by applicable law, implied warranties on
the Software, if any, are limited to ninety (90) days. Synametrics? and its suppliers?
entire liability and your exclusive remedy shall be, at Synametrics? option, either (i)
return of the price paid, if any, or (ii) repair or replacement of the Software that
does not meet Synametrics? Limited Warranty and which is returned to Synametrics with
a copy of your receipt. This Limited Warranty is void if failure of the Software has
resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any
other malicious external code. Any replacement Software will be warranted for the remainder
of the original warranty period or thirty (30) days, whichever is longer. This limited
warranty does not apply to Evaluation and/or Pre-release Software.
(b) No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES
STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SYNAMETRICS OR ITS SUPPLIER?S BREACH OF WARRANTY.
SYNAMETRICS AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY
OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY
WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT
BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SYNAMETRICS AND ITS
SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED,
WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNAMETRICS AND ITS SUPPLIERS DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY,
INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD
TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION
TO STATE/JURISDICTION.
(c) Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN
IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL Synametrics OR ITS SUPPLIERS
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,
EVEN IF Synametrics HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE,
Synametrics? ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL
BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states
and jurisdictions do not allow the exclusion or limitation of liability, the above
limitation may not apply to you. In such states and jurisdictions, Synametrics? liability
shall be limited to the greatest extent permitted by law and the limitations or exclusions
of warranties and liability contained herein do not prejudice applicable statutory consumer
rights of person acquiring goods otherwise than in the course of business. The disclaimer
and limited liability above are fundamental to this Software License Agreement between
Synametrics and you.
(d) Infringement Claims. Synametrics will indemnify and hold you harmless and will
defend or settle any claim, suit or proceeding brought against you by a third party that
is based upon a claim that the content contained in the Software infringes a copyright or
violates an intellectual or proprietary right protected by United States or European
Union law ("Claim"), but only to the extent the Claim arises directly out of the use of
the Software and subject to the limitations set forth in Section 5 of this Agreement
except as otherwise expressly provided. You must notify Synametrics in writing of any
Claim within ten (10) business days after you first receive notice of the Claim, and you
shall provide to Synametrics at no cost with such assistance and cooperation as Synametrics
may reasonably request from time to time in connection with the defense of the Claim.
Synametrics shall have sole control over any Claim (including, without limitation, the
selection of counsel and the right to settle on your behalf on any terms Synametrics deems
desirable in the sole exercise of its discretion). You may, at your sole cost, retain
separate counsel and participate in the defense or settlement negotiations. Synametrics
shall pay actual damages, costs, and attorney fees awarded against you (or payable by you
pursuant to a settlement agreement) in connection with a Claim to the extent such direct
damages and costs are not reimbursed to you by insurance or a third party, to an aggregate
maximum equal to the purchase price of the Software. If the Software or its use becomes
the subject of a Claim or its use is enjoined, or if in the opinion of Synametrics? legal
counsel the Software is likely to become the subject of a Claim, Synametrics shall attempt
to resolve the Claim by using commercially reasonable efforts to modify the Software or
obtain a license to continue using the Software. If in the opinion of Synametrics? legal
counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable
modification or licensing, Synametrics, at its own election, may terminate this Software
License Agreement without penalty, and will refund to you on a pro rata basis any fees
paid in advance by you to Synametrics. THE FOREGOING CONSTITUTES SYNAMETRICS' SOLE AND
EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. This indemnity does not apply
to infringements that would not be such, except for customer-supplied elements.
6. SUPPORT AND MAINTENANCE
Synametrics offers multiple optional "Support & Maintenance Package(s)" ("SMP") for the
version of Software product edition that you have licensed, which you may elect to purchase
in addition to your Software license. The Support Period, hereinafter defined, covered
by such SMP shall be delineated at such time as you elect to purchase a SMP. Your rights
with respect to support and maintenance as well as your upgrade eligibility depend on
your decision to purchase SMP and the level of SMP that you have purchased:
(a) If you have not purchased SMP, you will receive the Software AS IS and will not
receive any maintenance releases or updates. However, Synametrics, at its option and in
its sole discretion on a case by case basis, may decide to offer maintenance releases to
you as a courtesy, but these maintenance releases will not include any new features in
excess of the feature set at the time of your purchase of the Software. In addition,
Synametrics will provide free technical support to you for thirty (30) days after the
date of your purchase (the "Support Period" for the purposes of this paragraph a), and
Synametrics, in its sole discretion on a case by case basis, may also provide free courtesy
technical support during your thirty (30)-day evaluation period. Technical support is
provided via a Web-based support form and via email. There is no guaranteed response time.
(b) If you have purchased SMP, then solely for the duration of its delineated
Support Period, you are eligible to receive the version of the Software edition that
you have licensed and all maintenance releases and updates for that edition that are
released during your Support Period. For the duration of your SMP?s Support Period, you
will also be eligible to receive upgrades to the comparable edition of the next version
of the Software that succeeds the Software edition that you have licensed for applicable
upgrades released during your Support Period. The specific upgrade edition that you are
eligible to receive based on your Support Period is further detailed in the SMP that you
have purchased. Software that is introduced as separate product is not included in SMP.
Maintenance releases, updates and upgrades may or may not include additional features.
In addition, Synametrics will provide Priority Technical Support to you for the duration
of the Support Period. Priority Technical Support is provided via a Web-based support
form only, and Synametrics will make commercially reasonable efforts to respond via e-mail
to all requests within forty-eight (48) hours during Synametrics? business hours
(MO-FR, 9am EST ? 5pm EST, US holidays excluded) and to make reasonable efforts to provide
work-arounds to errors reported in the Software.
During the Support Period you may also report any Software problem or error to Synametrics.
If Synametrics determines that a reported reproducible material error in the Software
exists and significantly impairs the usability and utility of the Software, Synametrics
agrees to use reasonable commercial efforts to correct or provide a usable work-around
solution in an upcoming maintenance release or update, which is made available at certain
times at Synametrics? sole discretion.
If Synametrics, in its discretion, requests written verification of an error or malfunction
discovered by you or requests supporting example files that exhibit the Software problem,
you shall promptly provide such verification or files, by email, telecopy, or overnight
mail, setting forth in reasonable detail the respects in which the Software fails to
perform. You shall use reasonable efforts to cooperate in diagnosis or study of errors.
Synametrics may include error corrections in maintenance releases, updates, or new major
releases of the Software. Synametrics is not obligated to fix errors that are immaterial.
Immaterial errors are those that do not significantly impact use of the Software. Whether
or not you have purchased the Support & Maintenance Package, technical support only covers
issues or questions resulting directly out of the operation of the Software and Synametrics
will not provide you with generic consultation, assistance, or advice under any circumstances.
Updating Software may require the updating of software not covered by this Software License
Agreement before installation. Updates of the operating system and application software not
specifically covered by this Software License Agreement are your responsibility and will
not be provided by Synametrics under this Software License Agreement. Synametrics? obligations
under this Section 6 are contingent upon your proper use of the Software and your compliance
with the terms and conditions of this Software License Agreement at all times. Synametrics
shall be under no obligation to provide the above technical support if, in Synametrics?
opinion, the Software has failed due to the following conditions: (i) damage caused by the
relocation of the software to another location or CPU; (ii) alterations, modifications or
attempts to change the Software without Synametrics? written approval; (iii) causes external
to the Software, such as natural disasters, the failure or fluctuation of electrical power,
or computer equipment failure; (iv) your failure to maintain the Software at Synametrics?
specified release level; or (v) use of the Software with other software without Synametrics?
prior written approval. It will be your sole responsibility to: (i) comply with all
Synametrics-specified operating and troubleshooting procedures and then notify Synametrics
immediately of Software malfunction and provide Synametrics with complete information thereof;
(ii) provide for the security of your confidential information; (iii) establish and maintain
backup systems and procedures necessary to reconstruct lost or altered files, data or programs.
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