Thefollowing End User License Agreement, govern your use of the Software that wedeliver or otherwise make available to you, including Software availablethrough Snowflake, Azure, Google Marketplaces or other cloud-based marketplaces(Marketplace). Payment terms regarding access to Software anddetailed description of the purchased Software, is govern by the Marketplaceterms of service. By electronically accepting this EULA, or by signing it youwill enter into an agreement with us under the terms and conditions below.
We grant you and your affiliates a non- exclusive,non-transferable license, subject to the terms and conditions of this EULA andin accordance with applicable law, to (a) download including downloading fromMarketplace, install of the Software on servers and workstations under yourcontrol or under the control of your third party service provider (cloudservice providers) in the country to which the Software is delivered; and (b)grant Users located anywhere in the world access to the Software (including theDocumentation). We may limit your license and access to the Software to aspecific time that we determine. Each time, the term of the Software licensewill be determined in the order placed via Marketplace or in other contractualdocuments that we will execute with you. “User” means a single identifiableindividual with unique, non-generic login credentials (such login credentialsmay not be shared with anyone beyond the single identifiable individual)authorized by you as a user of the Software at any time during the term of yourlicense to the Software who you have not permanently replaced with anotherUser, regardless of whether the individual is actively using or has ever usedthe Software; or (ii) if an individual does not qualify as a “User” undersubsection (i), a single individual without login credentials who, through youruse of a Software, receives or has received at any time during the term of yourlicense to the Software. We may terminate your use of the Software upon writtennotice to you if you breach a material provision of this EULA and fail to curethe breach within thirty (30) days following such notice. When this EULAterminates, the license granted in this section will terminate, you must ceaseuse of the Software and uninstall each Software license that you installedunder subsection (a) above.
You are responsible for compliance with this EULAby you or any of your affiliates, your third-party contractors and anyone elseaccessing or using the Software on your behalf or through your systems,including any Users (“Representatives”). You are also responsible for theproper operation of your network and your equipment used to connect to the Software.You and your Representatives will not (a) copy, display, distribute, orotherwise use the Software in any manner or for any purpose not expresslyauthorized by this EULA; or (b) create derivative works of or otherwise modifythe Software or any portion thereof except as expressly provided in theDocumentation; or (c) modify, tamper with or repair any Software; or (d)reverse engineer, decompile or disassemble the Software or the metadata createdby a Software, or apply any other process or procedure to derive the sourcecode of any Software; or (e) interfere with or disrupt the integrity orperformance of a Software; or (f) attempt to gain unauthorized access to the Software;or (g) access or use Software in a way intended to avoid incurring fees orexceeding usage limits or quotas; or (h) use Software to develop any product orservice that is in any way competitive with any of our product or serviceofferings; or (i) make available to any third-party any analysis of theoperation of Software, including any benchmarking results, without our priorwritten consent; or (j) use Software to provide time-sharing services,software- as-a-service offering, service bureau services or similar services;or (k) use Software to store or transmit (1) material in violation ofthird-party privacy rights; or (2) libelous, or otherwise unlawful or tortiousmaterial; or (3) material that infringes any copyright, trademark, patent,trade secret or other proprietary right of any entity or individual; or (4)viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or anyother similar software or programs.
As required for our performance pursuant to this EULA,you are also required to (a) provide us with reliable, accurate and completeinformation; and (b) make decisions and obtain required management approvals ina timely manner; and (c) obtain all consents, approvals and licenses necessaryfor use of any Software data or other items provided by you or on your behalf;and (d) cause your third-party contractors and licensors to cooperate with us.
We, our affiliates and our licensors will own allright, title and interest in and to the Software. Each party will own andretain all rights in its trademarks, logos and other brand elements(collectively, “Trademarks”). To the extent a party grants any rights orlicenses to its Trademarks to the other party in connection with this EULA, theother party’s use of such Trademarks will be subject to the reasonabletrademark guidelines provided in writing by the party that owns the Trademarks.
EACH SOFWARE PROVIDEDBY US OR ANY OF OUR AFFILIATES IS PROVIDED “AS IS”. NO WARRANTIES ORCOMMITMENTS, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE SOFTWAREINCLUDING, WITHOUT LIMITATION, ANY IMPLIED W ARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, TITLE, SATISFACTORYQUALITY AND NON- INFRINGEMENT. WE DO NOT WARRANT AND ARE NOT RESPONSIBLE FORANY THIRD-PARTY PRODUCTS OR SERVICES AND YOUR SOLE AND EXCLUSIVE RIGHTS ANDREMEDIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES ARE AS PROVIDEDBY THE THIRD- PARTY PROVIDER AND NOT BY US.
Each partywarrants that it will comply with all applicable statutes, laws, rules andregulations in the exercise of its rights and the performance of itsobligations under this EULA.
Youacknowledge that the direct or indirect transfer of Software contrary to European Union or UnitedStates law or any other applicable law is prohibited. You warrant that (a) youare not a Restricted Party; and (b) you are not controlled by or acting onbehalf of any Restricted Party; and (c) neither you nor any of your employees,agents or contractors will transfer or allow any Software to be transferred toany Restricted Party. “Restricted Party” means any person or entity that is (1)listed on any of the lists of persons or entities maintained by the European Union or UnitedStates government bodies that prohibit such persons orentities from receiving exports or services; or (2) a national or resident of,or an entity or governmental authority in, any country or territory that is orbecomes subject to European Union or United States export controlsfor anti- terrorism reasons or with which EuropeanUnion or UnitedStates persons are generally prohibited from engaging in financialtransactions.
IN NO EVENTWILL WE OR ANY OF OUR AFFILIATES OR LICENSORS BE LIABLE TO YOU OR ANY OF YOURAFFILIATES FOR ANY DAMAGES OF ANY KIND ARISING OUT OF THIS EULA, INCLUDINGDIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES,WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE OR ANY OF OUR AFFILIATES ORLICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANAGREED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS HELD UNENFORCEABLE FOR ANYOTHER REASON.
OUR LIABILITY UNDER THIS EULA, TO THE EXTENTPERMITTED BY APPLICABLE LAW, SHALL BE LIMITED TO 50% OF THE TOTAL REMUNERATIONFOR LICENSES PAID BY YOU UNDER THE EULA, DURING THE 12 MONTHS PRECEDING THEEVENT THAT CAUSED THE DAMAGE. OUR LIABILITY SHALL NOT INCLUDE LOST PROFITS.
You willkeep accurate and complete records relating to your activities under this EULA,including but not limited to (i) a list of servers and applications that run Software andwhere Software is installed (“ServerList”); (ii) a report from your user directory that includes a list of allindividuals who have access to or have had access to each Software (“Records”). You agree to maintain such Records during the termof this EULA and for five (5) years following the termination or expiration ofthis EULA. Within ten (10) days following our written request, you will (1)certify to us in a writing signed by an officer of your company that you are incompliance with this EULA and (2) provide us with any and all Records wespecify in such request. In addition, within ten (10) days following ourwritten request, we may, at our sole discretion, audit your Records (i) at yourapplicable facility during normal business hours and subject to your reasonablefacility security requirements and/or (ii) by remote or electronic means. Ifour review and audit of your Records reveals that you have exceeded the scopeof your license to the Software, our remedies will be as set forth in this EULAor available at law.
You willnot transfer to us or provide us any access to any data or information that issubject to regulation under Applicable Data Protection Law (“Protected Data”)in connection with this EULA, including Personal Data, Protected HealthInformation and Personally Identifiable Information (as such terms are definedin Applicable Data Protection Law), except for Protected Data related to yourcontact persons. “Applicable Data Protection Law” means all applicableinternational, federal, state, provincial and local laws, rules, regulations,directives and governmental requirements currently in effect and as they becomeeffective relating in any way to the privacy, confidentiality or security ofProtected Data including, without limitation, the European Union Directives andregulations governing general data protection and all applicable industrystandards concerning privacy, data protection, confidentiality or informationsecurity.
Under this EULA,Confidential Information may be accessed or disclosed between the parties.“Confidential Information” means any information identified as confidential atthe time of disclosure, or that reasonably should be understood to beconfidential in view of the information’s nature or circumstances around itsdisclosure, and will in all cases include pricing terms, the terms of this EULAor any order governed by this EULA, software, technology, business plans,technical specifications, product development plans, marketing plans, educationmaterials, and customer lists; generic tools and objects related to the Software created byus during the provision of consulting services are also considered ourConfidential Information. Confidential Information will not include informationthat (a) is or becomes a part of the public domain through no act or omissionof the receiving party; or (b) was in the receiving party’s lawful possessionprior to the disclosure; or (c) is lawfully disclosed to the receiving party bya third party without restriction on the disclosure; or (d) is independentlydeveloped by the receiving party. Security is important to us and our customers,and we strongly recommend that you share with us the results of any penetrationtests that you conduct on our Software (which is considered solely ourConfidential Information) so that we may utilize that information to improveour Software.
Each partyagrees to hold the other party’s Confidential Information in confidence duringthe term of this EULA and for a period of five (5) years after the terminationof this EULA (other than with respect to trade secrets, which shall be held inconfidence following such period in accordance with this section), and todisclose such Confidential Information only to those employees or agents whohave a need to know such Confidential Information and are required to protectit against unauthorized disclosure. Notwithstanding the foregoing, either partymay disclose the other party’s Confidential Information to a federal or stategovernmental entity to the extent such disclosure is required by law, so longas the receiving party notifies the disclosing party in advance of the requireddisclosure as soon as reasonably practicable to allow the disclosing party tocontest the disclosure.
Upontermination of this EULA and except for electronic copies made in the course ofnormal network backups or as otherwise set forth in this EULA, the receivingparty will promptly destroy or return, at the sole discretion of the disclosingparty, all Confidential Information of the disclosing party in the receivingparty’s possession or control.
All noticeswill be in writing and will be deemed tohave been given when (a) personally delivered; or (b) sent by electronic mail;or (c) sent by a commercial overnight courier. You will provide notices to: Synerise SA,Attention: General Counsel, Zabłocie 43B, 30-701 Kraków, Poland; email: office@synerise.com.
This EULAor any Software licensegoverned by this EULA may not be assigned or otherwise transferred in whole orin part by you, including by operation of law, without our prior writtenapproval. Any unauthorized assignment or transfer of this EULA or a Software license byyou to a third-party will constitute a material breach of this EULA.
Neitherparty will be responsible for delay of performance due to causes beyond itscontrol.
This EULAand the parties’ relationship under it will be interpreted under and governedby the laws of the the Republic of Poland, without regard to the choiceor conflicts of law provisions of any jurisdiction. This EULA will not besubject to the United Nations Convention on the International Sale of Goods.Any disputes, actions, claims or causes of action arising out of or inconnection with this EULA, the parties’ relationship under it or the Software will besubject to the exclusive jurisdiction of the courts with jurisdiction over our registered seat. Bothparties hereby irrevocably consent to the exclusive jurisdiction of and venuein such courts. In any dispute, the prevailing party will be entitled torecover its cost of enforcing its claim, including but not limited toreasonable attorney fees. When you access any product, service, content or item of a third-party(including third- party data sources) (“Third-Party Solution”) with connectorsincluded as part of the Software, you agree and acknowledge that (a) you maydownload content from the servers of the Third-Party Solution provider; and (b)your access to the Third-Party Solution with such connectors will be for thepurpose of utilizing the Third-Party Solution; and (c) we are not responsiblefor interruptions of service caused by the Third- Party Solution provider; and(d) if we have a business relationship with the Third-Party Solution provider,that relationship is subject to termination and cancellation; (e) you may notremove or obscure any patent, copyright, trademark, proprietary rights notices,and/or legends contained in or affixed to any output of the Software; and (f)you are solely responsible for licensing the use of third-party data sourcesaccessed by the Software. We may collect usage anddiagnostic data related to your use of the Software to help us improve the Softwareand services, better our customer service and enhance customer experience(“Diagnostic Information”); Diagnostic Information will not include ProtectedData. If any provision of this EULA is held by a court of competentjurisdiction to be invalid or unenforceable, then such provision will beconstrued, as nearly as possible, to reflect the intentions of the invalid orunenforceable provision, with all other provisions remaining in full force andeffect. No joint venture, partnership, employment or agency relationship existsbetween you and us as a result of this EULA or your use of the Software. Thefailure of either you or us to enforce any right or provision in this EULA willnot constitute a waiver of such right or provision unless acknowledged andagreed to in writing by the party otherwise entitled to exercise or enforce it.Upon termination of this EULA, this EULA, all Software licenses, and any and allrights to receive technical support services (if suchservices were subject to order) will terminate. When a Software licenseterminates, you will immediately cease using the Software. Any provision ofthis EULA that would reasonably be expected to survive will survive thetermination of this EULA. There are no intended third party beneficiaries ofthis EULA. This End User License Agreement comprises the entire agreementbetween you and us and supersedes all prior or contemporaneous negotiations,discussions, agreements or statements, whether written or oral.