최종 사용자 라이선스 계약 (EULA)
SynxDB End-User License Agreement
This End-User License Agreement, including the Order Form which by this reference is incorporated herein (this “Agreement,” or “EULA”), is a binding agreement between Synx Data Labs Inc (“Synx,” “we,” or “us”) and the person or entity identified on the Order Form as the Customer of the Software (“Customer” or “you”).
SYNX PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY DOWNLOADING OR USING THE SOFTWARE, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SYNX WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO CUSTOMER AND YOU MUST NOT DOWNLOAD OR USE THE SOFTWARE OR DOCUMENTATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF SYNX’S SOFTWARE.
1. Definitions.
For purposes of this Agreement, the following terms have the following meanings:
“Authorized Users” means solely those individuals authorized to use the Software pursuant to the license granted under this Agreement, as set forth on the Order Form.
“Confidential Information” means information or materials provided by one party (“Discloser”) to the other party (“Recipient”) which is in tangible form and labelled “confidential” or the like, or information which a reasonable person knew or should have known to be confidential. The following information is considered our Confidential Information whether or not marked or identified as such: (a) information regarding our pricing, product roadmaps, or strategic marketing plans; and (b) non-public materials relating to the Software.
“Documentation” means Synx’s end user documentation relating to the Software available at https://docs.synxdata.com.
“Infringement Claim” means any claim by a third party that the Software infringes any patent, trademark, or copyright of that third party, or misappropriates a trade secret.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Fees” means the fees, including all taxes thereon, paid or payable by Customer for the license granted under this Agreement.
“Order Form” means the order form filled out and submitted by or on behalf of Customer, and accepted by Synx, for Customer’s purchase of the license for the Software granted under this Agreement.
“Software” means the product described in the Order Form in executable format.
“Third Party” means any person or entity other than Customer or Synx.
2. License Grant and Scope.
Subject to and conditioned upon Customer’s payment of the Fees and Customer’s compliance with all terms and conditions set forth in this Agreement, Synx hereby grants Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 17(e)), license, during the Term and solely by and through its Authorized Users, to deploy the Software, to use the Software and the Documentation during the term of the license, solely for Customer’s internal business operations, and to make a reasonable number of copies of the Software for backup and disaster recovery purposes.
3. Open Source Software.
The Software includes open source software (OSS) components, which are licensed to you under the OSS’s own applicable license terms, which can be found in either the open_source_licenses.txt file accompanying the Software or the Documentation. These OSS license terms are consistent with the license granted in Section 2 (License Grant) and may contain additional rights benefiting you. The OSS license terms take precedence over this EULA to the extent that this EULA imposes greater restrictions on you with respect to such OSS than the applicable OSS license terms. To the extent the license for any OSS requires us to make available to you the corresponding source code and/or modifications (the “Source Files”), you may obtain a copy of the applicable Source Files from our website at https://www.synxdata.com.
4. Use Restrictions.
Subject to Section 2, Customer shall not, and shall require its Authorized Users not to, directly or indirectly: (a) use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 2; (b) provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of Customer, with access to or use of the Software or Documentation; (c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof; (d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs; (e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof; (g) except in accordance with the license granted in Section 2, copy the Software or Documentation, in whole or in part; (h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; (i) use the Software or Documentation in violation of any law, regulation, or rule; or (j) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing product or service, or any other purpose that is to the Synx’s commercial disadvantage.
5. Responsibility for Use of Software.
Customer is responsible and liable for all uses of the Software and Documentation through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other person to whom Customer or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
6. Records and Audit.
You must maintain accurate records of your use of the Software sufficient to show compliance with the terms of this EULA. We have the right to audit those records and your use of the Software to confirm compliance with the terms of this EULA. That audit is subject to reasonable prior notice and will not unreasonably interfere with your business activities. We may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. You must reasonably cooperate with us and any third-party auditor and you must, without prejudice to our other rights, address any non-compliance identified by the audit by paying additional fees. You must reimburse us for all reasonable costs of the audit if the audit reveals either underpayment of more than five (5%) percent of the Software fees payable by you for the period audited, or that you have materially failed to maintain accurate records of Software use.
7. Support Services.
Support services for the Software (“Support Services”) are not subject to this EULA. You have no rights to any updates, upgrades or extensions or enhancements to the Software unless you separately purchase Support Services or they are included with your purchase of a license to the Software as provided in the Documentation.
8. Usage Data.
We collect your contact information and information about your purchase of the license granted herein to manage your account. We also process (a) information necessary to facilitate the delivery of the Software, including verifying compliance with the terms of this EULA, invoicing, and providing support services, and (b) Software configuration, performance, and usage data for the purposes of improving Synx products and services and user experience, and other analytics purposes as set forth in the Documentation. To the extent any of that data includes information which identifies an individual, we will process that information in accordance with Synx’s Privacy Notice available at https://trust.synxdata.com.
9. Intellectual Property Rights.
Customer acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Customer. Customer does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Synx reserves and shall retain its entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Customer in this Agreement. Customer shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify Synx if Customer becomes aware of any infringement of the Synx’s Intellectual Property Rights in the Software and fully cooperate with Synx in any legal action taken by Synx to enforce its Intellectual Property Rights.
10. Confidential Information.
a) Either party may use Confidential Information of the other party disclosed to it in connection with this EULA to exercise its rights and perform its obligations under this EULA or as otherwise permitted by this EULA. The Recipient will disclose the Discloser’s Confidential Information only to the Recipient’s employees or contractors who have a need to know the Confidential Information for purposes of this EULA and who are under a duty of confidentiality no less restrictive than as specified in this Section 10. Recipient will protect the Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.
b) The Recipient’s obligations under this Section 10 with respect to any of the Discloser’s Confidential Information will terminate if the Recipient can demonstrate that the information: (i) was already rightfully known to the Recipient at the time of disclosure by the Discloser without any obligation of confidentiality; (ii) was disclosed to the Recipient by a third party who had the right to make that disclosure without any confidentiality restrictions; (iii) is, or through no fault of the Recipient has become, generally available to the public; or (iv) was independently developed by Recipient without access to or use of Discloser’s Confidential Information. In addition, the Recipient will be allowed to disclose Confidential Information to the extent that disclosure is required by law or by order of a court or similar judicial or administrative body of competent jurisdiction, provided that the Recipient notifies the Discloser of the required disclosure promptly and in writing and cooperates with the Discloser, at the Discloser’s request and expense, in any lawful action to contest or limit the scope of the required disclosure.
11. Payment.
All Fees are payable in advance in the manner set forth in the Order Form and are non-refundable. Any renewal of the license hereunder shall not be effective until the fees for such renewal have been paid in full.
12. Term and Termination.
a) The term and renewal provisions shall be specified in the Order Form (“Term”) and shall remain in effect for the Term as provided in the Order Form, unless terminated earlier as set forth herein.
b) We may terminate this EULA effective immediately upon written notice to you if: (i) any payment due under this EULA is not received within ten (10) days after receiving our written notice that payment is past due; (ii)you materially breach any other provision of this EULA and fail to cure within thirty (30) days after receipt of our written notice of the breach; (iii) you materially breach any provision of this EULA in a manner that cannot be cured; or (iv) you terminate or suspend your business.
c) Upon termination of this Agreement, the license granted hereunder shall also terminate, and Customer shall cease using and destroy all copies of the Software and Documentation in its possession or control. No expiration or termination shall affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund, in each case.
13. Limited Warranties and Disclaimer.
a) We warrant that the Software will, for a period of sixty (60) days following notice of availability for electronic download or delivery (“Warranty Period”), substantially conform to the applicable Documentation, provided that the Software: (a) has been properly installed and used at all times in accordance with the applicable Documentation; and (b) has not been modified or added to by persons other than us or our authorized representative. In the event of a breach of this warranty, our sole obligation and your exclusive remedy shall be, at our sole discretion and expense, to either: (i) correct the reproducible error; or (ii) replace the Software. Such errors must be reported by you in writing during the Warranty Period. If we determine that we are unable or unwilling to correct the error or replace the Software, the license for that Software shall terminate. No refunds, credits, or other financial remedies shall be provided under any circumstances.
b) OTHER THAN THE LIMITED WARRANTY IN THIS SECTION 13, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, RELATING TO THE SOFTWARE AND DOCUMENTATION, INCLUDING THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED, THAT IT WILL BE FREE FROM DEFECTS OR ERRORS, OR THAT IT WILL MEET (OR IS DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.
14. Intellectual Property Indemnification.
a) Synx will: (a) defend you against any Infringement Claim; and (b) indemnify you from all fines, damages, and costs finally awarded against you by a court of competent jurisdiction or a government agency, or agreed to in a settlement, with regard to any Infringement Claim. These obligations are applicable only if you: (i) provide us with notice of the Infringement Claim within a reasonable period after learning of the claim (provided that any delay in providing the notice will relieve us of our indemnification obligations only to the extent that the delay prejudices us); (ii) allow us sole control over the defense and settlement of the Infringement Claim; and (iii) reasonably cooperate in response to our requests for assistance with regard to the Infringement Claim. We will not, without your prior written consent, which may not be unreasonably withheld, conditioned, or delayed, enter into any settlement of any Infringement Claim that obligates you to admit any liability or to pay any unreimbursed amounts to the claimant. You may not settle or compromise any Infringement Claim without our prior written consent.
b) If the Software becomes, or in our opinion is likely to become, the subject of an Infringement Claim, we may, at our option and expense: (a) procure the rights necessary for you to keep using the Software; (b) modify or replace the Software to make it noninfringing; or (c) terminate the license to the affected Software and discontinue the related Support Services. In the event of such termination, your sole remedy shall be to cease use of the affected Software and certify its deletion. No refunds, credits, or other compensation shall be provided.
c) We will have no obligation under this Section 14 or otherwise with respect to any Infringement Claim based on: (a) combination of the Software with non-Synx products or content; (b) use for a purpose or in a manner for which the Software was not designed; (c) use of any older version of the Software when use of a newer version would have avoided the infringement; (d) any modification to the Software other than those made by us or with our express written approval; (e) any claim that relates to OSS or any derivative or other adaptations thereof; or (f) any Software provided on a no charge, beta, or evaluation basis.
d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS SECTION 14 STATES YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS.
15. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
a) IN NO EVENT WILL SYNX OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SYNX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b) IN NO EVENT WILL SYNX’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE LESSER OF $5,000 OR THE TOTAL AMOUNT PAID.
c) THE LIMITATION OF LIABILITY IN SECTIONS 15(a) AND 15(b) WILL NOT APPLY TO (i) OUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR (ii) ANY LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
16. Export Regulation.
The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
17. Miscellaneous.
a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Sacramento and County of Sacramento, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
b) In no event shall Synx be liable to Customer or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Synx’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) national or regional emergency.
c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section 17(c)).
d) This Agreement constitutes the sole and entire agreement between Customer and Synx with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
e) Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Synx’s prior written consent, which consent Synx may give or withhold in its sole discretion. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 17(e) is void. Synx may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Customer’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
g) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
i) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
Last revised: June 19, 2025