End-User License Agreement
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 SYNCRIFY AND SYNCRIFY 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 Syncrify. One user-account may represent one or more individuals using Syncrify.
(d) Machine-license: Any machine where Syncrify Client is installed
The Software downloaded from this site is owned by Synametrics Technologies, Inc. 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) Syncrify Personal Edition:
Synametrics Technologies grants you a license to use Syncrify Personal Edition, a FREEWARE version of their software for as long as you like. This is the non-commercial version of Syncrify. 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
Syncrify Personal can only be used by one user. Creating additional User-accounts is prohibit in Syncrify 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 Syncrify on behalf of such entities or institutions.
(b) Syncrify Professional Edition:
Synametrics Technologies grants you a license to use Syncrify 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) Server License
Syncrify server is the software component that holds backed up files. There is no charge for installing and using Syncrify server.
(b.2) Client License
In a typical environment, Syncrify Server is installed one machine and Syncrify Clients are installed on machines that you want to backup. Licensing cost is calculated based on the number of clients that connect to Syncrify server.
Syncrify offers two types of licenses for Syncrify client:
(b.2.I) Client-machine license
A license must be purchased for every machine where Syncrify client is installed. This is the default licensing model.
A license must be purchased for every user. This license is only applicable for companies that provide a backup service based on Syncrify.
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.