End-User License Agreement

IMPORTANT-READ CAREFULLY:

This Syn-Apps End-User License Agreement (“EULA”) is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as “You”) and Syn-Apps L.L.C. (“Syn-Apps”) for the Syn-Apps Software that is delivered to you, including any associated media, printed materials and electronic documentation (the “Software”). The Software also includes any software updates, add-on components, web services and/or supplements that Syn-Apps may provide to You or make available to You after the date You obtain Your initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install, access or use the Software and return all media, materials and documentation to Syn-Apps.

1) GRANT OF LICENSE.

(a) You are granted a non-exclusive, personal, non-transferable, limited, terminable license to use the Software solely for your own internal use on a single computer in the written language(s) that you selected at time of first installation and in which you have acquired rights. Unless otherwise stated in the license documents, this is an annual license which must be renewed prior to the license anniversary date.

Each license is End User specific and limited to the number of End Points licensed. An End User means any person or legal entity that has been granted a license for the Software. End Points mean the number of unique devices licensed to interact with the Software within End User’s system.

You can also place a copy of the Software on a common build/test machine provided that a license has been purchased for that common machine and each person using it has a license. In all cases, a license for the Software may not be shared.

(b) License Pack/Corporate Site License. If you have acquired this Software as part of a Syn-Apps License Pack or Corporate Site License Agreement, you may make the number of copies of the computer software portion of the Software as defined in that License Pack or Corporate Site license and you may use each copy in the manner specified above.

(c) DUAL-MEDIA SOFTWARE. You may receive the Software in more than one medium. Regardless of the type or size of the medium you receive, you may use only that one medium that is appropriate for your single computer. You may not use or install the other medium on another computer, including but not limited to portable computers under Your exclusive control. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided below) of the Software.

2) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

(a) The Software (including any associated work product of Support Services) are protected by copyright, trade secret and other proprietary rights of Syn-Apps and its suppliers. The Software is licensed, not sold to You. The right to use documentation and materials is contingent upon the right to use the applicable Syn-Apps software. Syn-Apps reserves all rights in the Software not expressly granted to You.

(b) Limitations on Use. You are permitted to make one (1) archival copy of the Syn-Apps software. You may not copy the printed materials or media comprising part of the Software. Unless otherwise stated in the governing Agreement, You will not: (a) market, license, distribute, transfer, sublicense or otherwise commercially exploit the Software; (b) sell, lend, rent, give, assign or otherwise transfer or dispose of the Software; (c) permit the use of the Software by others or otherwise operate the Software for third parties (e.g., as a service bureau or data processing service); (d) modify or translate the Software into any other computer or human language; (e) reproduce any part of the Software; (f) disassemble, reverse engineer or decompile the Software or otherwise attempt to discover any portion of the object or source code or trade secrets related to the Software; or (g) use the Software in any manner whatsoever to develop or have developed a product which competes with the products of Syn-Apps.

(c) Confidentiality/Privacy. You may acquire certain information that is confidential, proprietary or trade secret information of Syn-Apps or a third party (“Confidential Information”) under this EULA including but not limited to any related system design, data base design, algorithms, trade secrets, technology, pricing and licensing. You will: (a) use such information solely for performance under this Agreement; (b) not disclose such information to any third party; and (c) otherwise protect such information from any unauthorized use or disclosure. You shall see that Your employees, agents and subsidiaries having access to Confidential Information are bound by confidentiality obligations consistent with this provision. Nevertheless, You will not be obligated to keep confidential any information that is: (a) publicly available through no fault of Yours, (b) received by you from a third party who is not under a confidentiality obligation regarding the information, (c) independently developed by You without referring to the Confidential Information, or (d) required by applicable law to be disclosed by You (provided that You shall give prompt notice to Syn-Apps unless notice is not allowed by a regulating agency seeking such information, and assist and support Syn-Apps’s efforts to maintain the confidentiality of the information, including but not limited to securing protective orders and limiting the information disclosed). Syn-Apps may reflect Your name in a customer list and the respective products involved.

(d) Legends and Notices. You agree to maintain all proprietary legends and notices on all tangible and electronic copies of Confidential Information, the Syn-Apps software, media and documentation, and particularly those legends and notices concerning ownership of trademarks and copyrights, and ownership and restricted usage of Syn-Apps software. You may not remove, modify or alter any Syn-Apps copyright or trademark notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Syn-Apps Setup Wizard dialogue or ‘about’ boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software.

(e) Nonsolicitation. During the Term of this Agreement and for a period of one (1) year thereafter, You shall not actively and directly solicit any employee of Syn-Apps that is involved with the Software to leave his/her employment to engage in, be employed by, perform services for, participate in or otherwise be connected with that You or any related part in a capacity involved with the Software licensed to You without the prior written agreement Syn-Apps.

(f) Not for Resale Software. If the Software is labeled “Not for Resale” or “NFR” or “Evaluation Copy” or “30 Day Complimentary,” then, notwithstanding other sections of this EULA, you may not use the Software for commercial purposes or sell, or otherwise transfer it for value.

(g) In all cases, the Software license does not become effective until Syn-Apps has received payment in full.

(h) Support Services. Any and all supplemental Software code, materials and documentation provided in the rendition of Support Services by Syn-Apps is part of the Software and subject to the terms and conditions of this EULA. With respect to technical information you provide to Syn-Apps as part of the Support Services, Syn-Apps may use such information for its business purposes, including for product updates and development.

(i) Upgrades and Subscriptions. If the Software is labeled or otherwise identified by Syn-Apps as an “upgrade” or “subscription,” You must be properly licensed to use a product identified by Syn-Apps as being eligible for the upgrade in order to use the Software. Software, labeled or otherwise identified by Syn-Apps as an upgrade, replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.

3) LIMITED WARRANTY

(a) LIMITED WARRANTY. Syn-Apps warrants that (a) the Software will, for a period of ninety (90) days from the date of delivery, perform in all material respects in accordance with Syn-Apps’s written materials accompanying it. Syn-Apps does not warrant that the Software is free from all bugs, errors or omissions. The warranty does not extend to any failure of the Software caused by: any modification or change not made by Syn-Apps; any noncompliance caused by use of the Software in combination with products, goods, services or other items furnished by anyone other than Syn-Apps; or use of the Software in an operating environment other than as specified by Syn-Apps.

(b) Customer Exclusive Remedies. Syn-Apps will use reasonable efforts at its facility to correct any Software that fails to comply with the foregoing warranty by delivering one or more error corrections, provided that You give Syn-Apps prompt written notice of such failure during the Warranty Period, and Syn-Apps is able to reproduce the noncompliance in the operating environment for which the Software is designed. If, after the expenditure of such reasonable efforts, Syn-Apps is unable to correct the Software such that it complies with the foregoing warranty, Syn-Apps will refund all or, if Your license to use the Software continues, a reasonable portion of the license fees You paid with respect to such Software in full satisfaction of all of Your claims relating to such noncompliance. You will supply Syn-Apps with all reasonably requested information to assist Syn-Apps in reproducing the failure. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

(c) No Other Warranties. SYN-APPS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND LIABILITIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

S4) LIMITATION OF LIABILITY.

(a) SYN-APPS’S ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS EULA OR ANY SOFTWARE, DOCUMENTATION, MATERIAL, SUPPORT, MAINTENANCE, SERVICES OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS EULA OR ASSOCIATED WITH IT WILL IN NO EVENT EXCEED THE LICENSE FEES PAID TO SYN-APPS FOR THE APPLICABLE ITEM WHICH IS THE BASIS FOR THE CLAIM; PROVIDED, HOWEVER, THAT IF THE LICENSE GRANTED IS A LICENSE OTHER THAN A PERPETUAL LICENSE, SYN-APPS’S ENTIRE LIABILITY WILL IN NO EVENT EXCEED THE FEES PAID TO SYN-APPS BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION. NO ACTION RELATED TO THIS AGREEMENT MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION.

(b) IN NO EVENT SHALL SYN-APPS OR ITS SUPPLIERS BE LIABLE FOR ANY LOST DATA, LOST PROFITS, INTEREST OR COST OF MONEY; OR FOR COVER; OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SYN-APPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5) TERMINATION.

(a) Termination for Default. If You fail to cure a default within thirty (30) days after written notice explaining the default, Syn-Apps may immediately terminate any license or other deliverables to which the default relates. Default includes, without limitation, any failure by You to pay license fees when due. Syn-Apps may terminate this EULA and any licenses immediately by giving You written notice of termination if You become insolvent, a receiver or conservator is appointed for any part of Your assets, or a bankruptcy proceeding is commenced by or against You.

(b) Effect of Termination. Termination of this Agreement for default terminates any license granted, and You will: (a) immediately stop using the Software and promptly remove the Software from any hardware on which the Syn-Apps software is installed, and (b) at Syn-Apps’s direction, within twenty (20) days of termination return to Syn-Apps or destroy all copies of any Software (including all media and documentation) in your possession or control and certify the return or destruction of the Software to Syn-Apps. Termination for default does not relieve You of any payment obligations which arise prior to the effective date of the termination, including the payment of license fees (such as renewal fees of any annual license) that commences prior to the effective date of the termination.

6) U. S. GOVERNMENT RESTRICTED RIGHTS.

For U.S. Government End Users, Software is a “Commercial item(s),” as that term is defined at 48 CFR 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. Consistent with 48 CFR 12.212 or 48 CFR 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

7) AUDIT RIGHTS.

Syn-Apps or its designated agents shall have the right to enter and inspect Your records and/or Your computer system for the purpose of auditing Your usage of the Software. Access will be permitted with reasonable notice during business hours.

8) MISCELLANEOUS.

A. No Waiver. The failure of either party to enforce any rights under this Agreement or to take action against the other party in the event of a breach will not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

B. Assignment. This Agreement may not be assigned or transferred in any way by You without the prior written consent of Syn-Apps. Any consent may impose an obligation on Syn-Apps to pay an administrative fee to Syn-Apps for effectuating such assignment and will not relieve You of any obligation under this Agreement. Any consent will require that Your and/or Your successor immediately brings all accounts current and makes all adjusting payments required by any licenses. Without limiting the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

C. Excused Delays. To the extent that a delay or failure to perform result from causes beyond the reasonable control of the affected party, that party will be excused and not liable for such delay or failure. If Syn-Apps experiences any delays in the delivery of the Software which result from Your failure to meet Your obligations, You will reimburse Syn-Apps for any reasonable additional costs Syn-Apps incurs as a result of such delays.

D. Compliance with Laws. You acknowledge that the Software is subject to export controls under the laws and regulations of the United States (collectively, the “Export Laws”) and that You will comply with the Export Laws. You certify that you will not ship, transfer, export, or re-export the Software, directly or indirectly to (a) any countries that are subject to US export restrictions (currently including by not necessarily limited to: Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan or the Federal Republic of Yugoslavia (Serbia and Montenegro) (each an “embargoed country”); (b) any end user who You know or have reason to know will utilize them in the design, development, or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets or unmanned air vehicle systems (each a “prohibited use”); or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each a “sanctioned party”). In addition, You are responsible for complying with all local laws in Your jurisdiction which may impact Your right to import, export, or use the Software. You represent and warrant that (i) You are not a citizen of, or located within, an embargoed country, (ii) You will not use the Software for a prohibited use; and (iii) You are not a sanctioned party. All rights to use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms of this Agreement. If Syn-Apps has knowledge that a violation has occurred, Syn-Apps may be prohibited from providing maintenance and support for the Software.

E. Survival. All provisions of this Agreement which may reasonably be interpreted or construed as surviving the termination or expiration of this Agreement, will survive.

F. Notices. Any notice or other communication under this Agreement given by either party to the other will be in writing and delivered in person, by first-class mail, or a nationally recognized courier service, postage prepaid. Notices will be deemed received only upon receipt. Notices will be directed to the intended recipient at the address then used for Your invoices and the Syn-Apps office address issuing the invoice. Should you have any questions concerning this EULA, or if you desire to contact Syn-Apps for any reason, please contact the Syn-Apps distributor serving you or write: Syn-Apps L.L.C., 2812 N. Norwalk Suite 112, Mesa, AZ 85215, USA. Any notices related to Sections 2(c), 2(e), 3, 4, 8(b), and 8(h) are also to be directed to the attention of Syn-Apps’s General Counsel.

G. Applicable Law. This Agreement will be governed by the laws of the State of Arizona, excluding its conflict of law rules. You hereby consent to the exclusive jurisdiction of the courts in and for Maricopa County Arizona for the resolution of any dispute arising out of or related to this Agreement. This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between You and Syn-Apps with respect to the Software. The parties waive application of the 1980 UN Convention on Contracts for the International Sale of Goods to this Agreement and the transactions contemplated by this Agreement.

H. Dispute Resolution. A three-step process is agreed to resolve disputes. The parties will first attempt through earnest discussion to resolve their differences, including providing notice of the dispute and involving appropriate levels of management of both parties. Failing resolution, the parties will participate in mediation as administered by the American Arbitration Association. Failing resolution through mediation, any dispute will be settled by suit. Notwithstanding this Section, either party may seek equitable relief from any court having jurisdiction to the extent necessary to prevent irreparable harm.

I. Attorneys’ Fees. In the event of any dispute or action to enforce this Agreement or on account of any breach or default under this Agreement, each party will bear its own attorney’s fees and costs related thereto.

J. Entire Agreement. This Agreement sets forth the entire agreement between Customer and Syn-Apps, and supersedes any and all prior agreements among the parties related to the Software. No modification of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by both parties. Any remedy of Syn-Apps set forth in this Agreement is in addition to any other remedy afforded to Syn-Apps under any other contract, by law, or otherwise. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and all of which together shall constitute one and the same instrument.

If you have any questions about this End-User License Agreement, please contact us.