SYNCFUSION DASHBOARD PLATFORM SOFTWARE LICENSE AGREEMENTSYNCFUSION DASHBOARD PLATFORM SOFTWARE LICENSE AGREEMENT
Effective June 6 2018
This Software License Agreement (the “Agreement”) is a legal agreement between you (“You”, “Your”, or “Customer”) and
Syncfusion, Inc., a Delaware corporation with its principal place of business located at 2501 Aerial Center Parkway, Suite 200,
Morrisville, North Carolina 27560 (“Syncfusion”). If you are acting as an individual, “You”, “Your”, or “Customer” will meanthat you agree to be bound by these terms; otherwise, “You”, “Your”, or “Customer” means the business or other entity for which
you are obtaining the Licensed Product and the organization or entity that will be granted the rights and abide by the restrictionsof the Agreement.
This Agreement is specific to the Syncfusion Dashboard Platform license.
Syncfusion licenses its products on a per-copy named user license basis (referred to below as Author Licenses) and on a project
license, division license, and global license basis. Your right to use any given copy of a Syncfusion Licensed Product is generally
set forth in this Agreement. In the event that your copy of this software product is licensed under a project license, division
license, or global license, additional terms and conditions shall also apply and will be set forth in a separate written and signed
agreement.
Carefully read all the terms and conditions of this Agreement prior to downloading and/or installing or using the Licensed Product(as that term is defined below). This Agreement between You and Syncfusion sets forth the terms and conditions of Your use of
the Licensed Product. For the purposes of this Agreement, the effective date of this Agreement shall be the date upon which
You click the “YES” button below.
BY CLICKING THE “YES” BUTTON, YOU ARE ACCEPTING ALL OF THE TERMS OF THIS AGREEMENT AND
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS
OF THIS AGREEMENT, CLICK THE “NO” BUTTON AND DO NOT DOWNLOAD, ACCESS, INSTALL, OR
OTHERWISE USE THE LICENSED PRODUCT.
IF AFTER READING THIS AGREEMENT YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASECONTACT SYNCFUSION VIA EMAIL AT SALES@SYNCFUSION.COM OR BY TELEPHONE AT (888)-9DOTNET[888-936-8638].
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties to thisAgreement, and intending to be legally bound, the parties hereby agree as follows:
1. This Agreement contains the entire understanding of Syncfusion and Customer and supersedes all prior written or oral
communications between the parties with respect to the subject matter hereof. This Agreement does not operate as an acceptanceof any conflicting terms and conditions and shall prevail over any conflicting provisions set forth in any Customer purchase order
or any other instruments. By clicking the “YES” button below, Customer acknowledges that it has reviewed the terms andconditions of this Agreement and all terms incorporated by reference, and agrees to be legally bound thereby.
2. Definitions:
2.1
Author means any individual within an organization who (1) has access to the Dashboard Designer or (2) can generate,
design, customize, or distribute dashboards.
2.2
Author License means a single copy of an individual named user license that can be assigned to an Author within
Customer’s organization.
2.3
CAL or Client Access License means a single copy of an individual named user license that can be assigned to one
individual named user within Customer’s organization and may only be used to view or edit dashboards without access to the
Dashboard Designer.
2.4
Computer System means the computer hardware equipment on which Customer has elected to install, access, or
execute a given copy of Licensed Program(s).
2.5Documentation means the softcopy documentation provided by Syncfusion with the Licensed Program(s), such assoftcopy user manuals and online help.
2.6
Licensed Product means, collectively, the Licensed Program(s) and Documentation.
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2.7
Licensed Program(s) means the Syncfusion Dashboard Platform software program, as well as any updates or new
versions of the same that may be delivered or made available by Syncfusion to Customer during the term of this license. Licensed
Programs under this Agreement are limited to Syncfusion Dashboard Platform and do not include Syncfusion Dashboard SDK.
2.8
Syncfusion Dashboard SDK (Dashboard SDK) means the source code version or executable version of certain
building blocks that can be used to produce software similar to the Syncfusion Dashboard Platform software program.
2.9
Qualifying Product means Syncfusion Essential Studio (binary or source edition) with an active subscription in place.
For clarity, platform-specific products such as the WPF Edition are not considered Qualifying Products. Community Licenses
shall be considered a Qualifying Product.
2.10
Qualified Customer means a Customer that (i) is a licensee of a Qualifying Product, (ii) is maintaining an active
subscription for a Qualifying Product, and (iii) is in good standing with regard to the payment of any and all fees that are due
Syncfusion. Syncfusion will have full discretion of who is or who is not a Qualified Customer. In the event Syncfusion receives
any information which, at Syncfusion’s discretion, would determine the Customer is not a Qualified Customer, the status willchange immediately from Qualified Customer to non-qualified customer.
2.11
Server License means a single license for the server owned by the Customer that (1) has access to the Licensed Productwith Author or CAL licenses and (2) is owned, hosted, and run by the Customer. Each server that has the Licensed Product on it
must have a Server License.
2.12
Vendor(s) means the third parties that furnish Syncfusion with portions of the Licensed Program(s). Certain Vendor
software is licensed to be used in conjunction with the Licensed Program(s) and not for any other use.
3.
License Fee:
3.1 The license fee (“License Fee”) is the aggregate of the fees for the Licensed Program(s) selected by Customer.
3.2 The License Fee is due and payable by Customer upon receipt of Syncfusion’s invoice. All payments under this Agreement
shall be made in United States dollars, and if they are not paid within thirty (30) days of the due date, they will be subject tointerest at the rate of eighteen percent (18%) annually, or the maximum amount allowed by applicable law if lower, calculated
from the date when payment was due until payment is made. In addition, Customer agrees to pay Syncfusion’s cost of collecting
any past-due amounts under this Agreement, including but not limited to reasonable attorneys’ fees.
4.
License Grant:
4.1
Subject to the terms and conditions of this Agreement, Syncfusion hereby grants to Customer a limited, non-exclusive,
non-transferable, non-sublicensable, named-user Server License to the Licensed Product for use on a specific Platform solely forthe benefit of Customer. All use of the Licensed Program(s) by Customer shall be made solely in accordance with theDocumentation. Customer must ensure each Author has an Author License.
4.2
The term of each Software license (“Subscription License Term”) is 12 months from the Effective Date of theAgreement. Unless otherwise specified in the Agreement, all subscriptions will renew automatically for periods equal to yourinitial Subscription Term unless you cancel your account by contacting sales@syncfusion.com. If you cancel, your subscription
will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accruedor paid prior to such termination.
4.3
Subject to the limitations of this agreement, each Author License may grant the individual named user the ability tomake unlimited dashboards. Unless specified otherwise in this Agreement, anything created with a valid Author License may be
distributed to an unlimited number of CALs on the Server for the term of the Agreement.
4.4
The Server License, Author License, and CAL License granted hereunder are purely subscription licenses in nature,
which means, among other things, that the subscription must be renewed each year in order to continue using or possessing the
Licensed Product or any dashboard made with the Licensed Product, and that there are no perpetual rights of any kind granted
under this Agreement. In the event your subscription expires, then the subscription will terminate, and you must cease using andpossessing the Licensed Product and uninstall all instances of the Licensed Product. This includes removal or uninstallation on
all computers, servers, and third-parties who have received the product.
4.5
In order for named users to (1) have access to the Dashboard Designer or (2) generate, design, customize, and distribute
dashboards, you must have a Server License for the server being accessed and each such user must have an Author License.
Author Licenses are tied to named users within a Customer’s organization.
4.6
In order to view or edit a dashboard made by an Author, each individual must have a Server License for the server being
accessed and a CAL license. Any individuals viewing or authoring a dashboard must have a CAL license. This includes any
individual who is accessing or viewing the Licensed Product. However, upon termination of the subscription licenses all CAL
Licensees must remove the Licensed Product. Additionally, all servers must remover the Licensed Product. CAL Licenses may
be used inside or outside Customer’s organization.
4.7
Electronic Delivery. All Software and Documentation shall be delivered by electronic means unless otherwise specified
on the applicable ordering document. Software shall be deemed delivered when it is made available for download (“Delivery”).
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4.8
All Author Licenses are subject to the following limitations:(a) The Licensed Product shall be used only by Customer for Customer’s sole and exclusive benefit and shall not be used toprovide time-sharing or other similar services.
(b) Customer shall not transfer, distribute, or sublicense the Licensed Product to any third parties. Customer’s license shall
automatically terminate in the event of such a transfer, distribution, or sublicense.
(c) Customer shall not lease or lend the Licensed Program(s) or otherwise allow use of the Licensed Program(s) by or on behalfof any third party, nor describe the results of any benchmarking of the Licensed Program(s), whether or not obtained with
Syncfusion’s assistance, to any third party.
(d) Customer acknowledges and agrees that there are additional limitations on making copies of the Licensed Product.
4.8.d.1 Customer must ensure that each individual who receives a Dashboard designed by an Author has an assigned CAL
copy of the Licensed Product.
4.8.d.2 Customer must ensure every server that has a copy of the Licensed Product has a Server License.
4.8.d.3 Syncfusion will, in its sole discretion, make the final determination as to the number of copies of the Licensed
Product that Customer must obtain in order to provide adequate copies for Customer’s personnel and authorized
subcontractors.
4.8.d.4 Customer will not redistribute, or provide access to in any way, the Licensed Product to any individual who does
not possess an Author License.
4.8.d.5 Customer acknowledges and agrees that Customer shall not remove any product identification mark, proprietarymark, copyright trademark, service mark, or other notices contained in the Licensed Product.
4.8.d.6 Customer acknowledges and agrees that a breach of Section 4.8(d) is a material breach of the Agreement that will
result in termination of the Agreement and all Customer licensed rights.
4.8.d.7 This Agreement is a subscription license in nature, and failure to renew the subscription prior to expiration will bea material breach of this Agreement that will result in the termination of this Agreement and all Customer licensed rights.
(e) Syncfusion reserves all rights to the Licensed Product not specifically granted herein.
4.9 The Dashboard SDK is not licensed under this agreement. Please contact Syncfusion for licensing terms for this product.
4.10 Customer acknowledges and agrees that it must obtain licenses from Microsoft® for any and all software products
reasonably required for any software developer to operate in a Windows® environment.
4.11 Customer acknowledges and agrees that Customer may need to install CEF Sharp or Phantom JS. These are separate installs,
not licensed by this agreement and Syncfusion holds no liability in any form. You should check the terms of CEF Sharp andPhantom JS prior to choosing to install.
4.12 Customer acknowledges and agrees that the Licensed Product may contain open source components that are subject to theterms of open source licenses. A list of such open source components, and links to their licenses, are listed in Appendix A. This
list can be changed or updated without notice. Syncfusion provides this internet link for Customer’s convenience only and makes
no representation or warranty of any kind with regard thereto. Customer acknowledges and agrees that Customer remains solely
liable for any claims that arise from Customer’s incorporation of the open source components into Customer’s products and that
Syncfusion shall have no liability whatsoever under any circumstances.
4.13 Syncfusion reserves all rights to the Licensed Product not specifically granted herein.
5. Community License: If Customer has obtained access to the Licensed Product or is a Qualified Customer by nature ofbeing a Community License holder, Customer acknowledges and agrees to be bound by all terms of the Community License andall terms of this Agreement. Additionally, each Community License includes five (5) Author licenses and 15 CALs perorganization. In the event an organization needs more licenses, then an organization must purchase more Author Licenses. The
Licensed Product licensed under the Community License is provided "as is", without warranty of any kind, express or implied,
including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event
shall Syncfusion be liable for any claim, damages, or other liability, whether in an action of contract, tort, or otherwise, arisingfrom, out of, or in connection with the Licensed Product or the use or other dealings in the Licensed Product when licensed undera Community License. Customer acknowledges and agrees that if Customer becomes ineligible to continue as a licensee under aCommunity License, Customer shall immediately notify Syncfusion of such occurrence and upgrade to a commercial license.
6.
Title: No title to or ownership in the Licensed Product is transferred to Customer. Title to and all applicable rights inpatents, copyrights, trademarks, and trade secrets in the Licensed Product shall remain in Syncfusion or third parties from whom
Syncfusion has obtained rights to license the Licensed Product. The Licensed Product provided hereunder, including the ideas,
concepts, know-how, and technology contained therein, is proprietary and confidential to Syncfusion and its Vendors andcontains trade secrets of Syncfusion and its Vendors. Customer agrees to be bound by and observe the proprietary, confidential,
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and trade secret nature thereof as herein provided. Customer agrees to take appropriate action by instruction or agreement with
its employees who are permitted access to the Licensed Product to fulfill its obligations hereunder. Except as may be permitted
in writing by Syncfusion, Customer shall not provide, or otherwise make available, the Licensed Product or copies thereof to any
third party.
7.
Term and Termination:
7.1
The license rights granted under this Agreement shall be for a period commencing at the earlier of (i) the payment of thelicense subscription fee or (ii) initial download of or access to the Licensed Product, excluding updates. Evaluation use shallunder no circumstance exceed thirty (30) days for any Customer.
7.2
The license will continue until either (i) the subscription expires, (ii) the subscription license terminates, or (iii)
Customer is no longer a Qualified Customer.
7.3
Syncfusion shall have the right to terminate Customer’s license if Customer fails to pay any required license fee(s) orotherwise fails to comply with the license terms and conditions set forth herein. In the event that Customer’s failure to comply
with the license terms and conditions is not payment-related or a material breach of the Agreement, Syncfusion shall give written
notice to Customer of such default, and if such default has not been remedied within thirty (30) days after such notice, the license
granted hereunder shall terminate. Specific termination timelines are as follows:(a) In the event Customer fails to renew the subscription, then all licensed rights granted under this Agreement will immediately
terminate and Syncfusion shall not be required to give any written notice of such termination.
(b) In the event that Customer has failed to pay any required fee(s), whether an initial license fee or fee for additional licenses
or any other services, Syncfusion shall give written notice to Customer of such default, and if such default has not been
remedied in full within five (5) days of such notice, all licenses granted hereunder are hereby automatically revoked without
further notice.
(c) Once any licenses are revoked for failure to pay license fees, all use of the Licensed Product, including other products or
products licensed from Syncfusion under prior agreements, shall be strictly prohibited. Syncfusion shall not be required togive any written notice in the event that Customer’s material breach of this Agreement results in the immediate terminationof the license granted under this Agreement.
7.4
Customer agrees, upon expiration of the license term or upon termination, for any reason, Customer shall immediately
return or destroy the Licensed Program(s), all Dashboards made with the Licensed Products, to include from all CAL users, andcopies thereof as directed by Syncfusion and, if requested by Syncfusion, to certify in writing as to the destruction or return of
the Licensed Product and all copies thereof. Upon termination, Customer will have no rights to possess or distribute the Licensed
Product. Additionally, Customer acknowledges and agrees that Customer will remove all servers that contain the Licensed
Products from all locations.
7.5
Sections 6, 7, 8, 9, 10, 13, and 18 of this Agreement shall survive the expiration or termination of Customer’s license
and this Agreement.
8.
Warranty:
8.1
The Licensed Products provided to Customer hereunder are provided to You “as-is” and without any warranty orindemnification of any kind. Accordingly, Customer acknowledges and agrees that Customer shall remain solely liable for any
claims that may arise from Customer’s use of the Licensed Products, regardless of whether such claims arise alone or inconnection with any other products provided by Syncfusion. For the avoidance of doubt, Customer hereby acknowledges andagrees that Syncfusion shall have no liability to Customer whatsoever under any circumstances related to the Licensed Products.
8.2
THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR
STATUTORY, AND WHICH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.
Patent and Copyright Indemnification: Syncfusion provides the Licensed Products to Customer without any
indemnification of any kind. Syncfusion does not provide any copyright indemnification, patent indemnification, trademark
indemnification, data privacy indemnification, or other trade secret indemnification. Accordingly, Customer hereby assumes all
risks and liabilities that may arise from Customer’s use of the Licensed Products.
10.
Use of Licensed Program(s) and Limitation of Liability:
10.1
The Licensed Program(s) are tools that are not intended to replace the professional skills and judgment of Customer andits employees, agents, and consultants. Customer alone shall be responsible for the accuracy and adequacy of information anddata furnished for processing and any use made by Customer of the output of the Licensed Program or any reliance thereon by
Customer or users of Customer products.
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10.2
Customer shall also be responsible for the continued operation and maintenance of the computer equipment and thethird-party software used with the Licensed Program. For these reasons, Customer agrees to be solely responsible for the design,
repair, and configuration of Customer’s equipment, machinery, systems, and/or products. Customer assumes all risks andliability for results obtained by the use of and/or implementation of the designs developed by Customer that are in any way
influenced by the use of the Licensed Program(s) or the provision of services, whether such designs are used singly or in
combination with other designs or products. Customer shall protect, indemnify, hold harmless, and defend Syncfusion of andfrom any loss, cost, damage, or expense, including attorneys’ fees, arising from any claim asserted against Syncfusion that is in
any way associated with the matters set forth in this Section 10.
10.3
Without limitation of Section 10.1 or 10.2 above, Customer acknowledges and agrees Syncfusion assumes no liabilities,
and has no liability, whatsoever under any circumstances for any claim relating to the subject matter of this Agreement regardlessof the form of action, whether in contract or tort, including claims of negligence or claims of intellectual property infringement
against Syncfusion.
11.
Maintenance and Support:
11.1
Maintenance and Support services are provided in accordance with the terms of Syncfusion’s then-current support andmaintenance policies. A current version of those policies is available from Syncfusion upon request.
11.2
Syncfusion requires that each copy of the Licensed Program be assigned to an individual Author for the purpose of
efficiently providing Maintenance and Support services. Accordingly, Customer will be required to provide information to
Syncfusion that it reasonably requests to identify each individual Author in order for Syncfusion to provide such Maintenanceand Support services under a Maintenance and Support services subscription.
11.3
Syncfusion reserves the right, in its sole discretion, to limit or suspend the provision of services under a Maintenanceand Support services subscription in the event that Syncfusion determines that Customer is abusing its Maintenance and Support
services subscription. Examples of such abuse include, but are not limited to, (i) Customer personnel making excessive use ofSyncfusion support resources, (ii) Customer personnel making unreasonable demands of Syncfusion support personnel, or (iii)
Customer maintaining a number of subscriptions that is fewer than the number in use by Customer’s personnel.
12.
Proprietary Rights:
12.1
Customer acknowledges and agrees Customer will not provide any information that could be considered personal
identifiable information by any law in any jurisdiction. Providing such information is a material breach of this Agreement thatwill result in immediate termination of the Agreement. Customer agrees to indemnify Syncfusion for any damages, in any form,
resulting from the transmission of any personal identifiable information.
12.2
Information and data supplied by either party to the other party may include confidential or proprietary information.
Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation
any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing
Party”) to the other party (the “Receiving Party”) pursuant to this Agreement.
(a)Confidential Information of Syncfusion includes, but is not limited to, the terms of this Agreement, the Licensed Product,
the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow,
and screen displays associated with the Licensed Program(s), the Documentation, and pricing information.
(b)
Confidential Information of Customer includes, but is not limited to, Customer data and Customer’s financial and businessinformation.
(c)
Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in
the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure,
becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed
to the Receiving Party by a third party not under an obligation of confidentiality to the Disclosing Party; or (iv) is or has
been independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without
access to any Confidential Information of the Disclosing Party.
12.3
Each party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence and (ii) except as
expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer, or allow access to the
Confidential Information. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information of theDisclosing Party as required by law or court order; in such event, such party shall inform the other party via telephone, email, or
facsimile prior to any such required disclosure.
13.
Export: Customer acknowledges that the Licensed Product may be subject to export controls. Customer agrees thatany Licensed Product and Licensed Assemblies licensed hereunder will not be accessed or exported (or re-exported from thecountry where it was first installed), directly or indirectly, separately or as part of a system, without Customer, at its own cost,
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United States Government as may be required by law. Customer acknowledges that it shall be solely responsible for determining
the extent of any such licenses required, and for any costs associated with complying with the requirements of this Section 13.
You may not access, download, use, or export the Licensed Product in violation of U.S. export laws or regulations, or in violationof any other applicable laws or regulations. You agree to comply with all export laws, restrictions, and regulations of any UnitedStates or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any Licensed
Product in violation of any such restrictions, laws, or regulations, including, without limitation, laws, restrictions, or regulations
pertaining to the development, design, manufacture, or production of nuclear, chemical, or biological weapons or missile
technology. Neither the Licensed Product Syncfusion provides nor the underlying information or technology may be downloaded
or otherwise provided or made available, either directly or indirectly, into any country subject to U.S. trade sanctions,(Supplement Number 1 to Part 740, Export Administration Regulations, Country Group E:1), to individuals or entities controlled
by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent
residents of countries not subject to such sanctions. By agreeing to these Terms of Use, you agree to the foregoing and represent
and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
14.
Government Contracting: If the Licensed Product is used in connection with providing goods and/or services to theUnited States government or other government contracting or subcontracting services, Customer shall ensure that no government
agency or entity shall acquire any rights of any nature in the Licensed Program(s). Notwithstanding the foregoing, Customer
may freely license its products that include Licensed Assemblies.
15.
Taxes: The License Fees and any other amounts payable pursuant to the terms and conditions herein are exclusive of
all national, state, regional, local, municipal, or other taxes and fees including, but not limited to, excise, sales, use, property, advalorem, intangibles, goods and services and value added taxes, customs duties, and registration fees now in force or enacted in
the future, and all such taxes and fees, except taxes based on Syncfusion’s net worth, capital, or net income, shall be paid directlyby the Customer, or if paid by Syncfusion, Customer will reimburse Syncfusion.
16.
Notice: Any notice or other communication given hereunder shall be in writing. Notice shall be considered deliveredand effective upon receipt when sent by U.S. Mail, postage prepaid, or certified mail, return receipt requested, addressed to theparties as set forth above. Either party, upon written notice to the other, may change any name or address to which future notices
shall be sent. All Syncfusion notices can be delivered to Attn: General Counsel, 2501 Aerial Center Parkway, Suite 200,
Morrisville, North Carolina 27560.
17.
Audit:
17.1
General Audit: Customer shall prepare and maintain, in accordance with sound, generally accepted accounting
practices, complete and accurate books of account and records (specifically including, without limitation, the originals or copies
of documents supporting entries in the books of account) covering all transactions arising out of or relating to this Agreement.
Syncfusion (and, in its discretion, a duly authorized independent certified public accounting firm of its choosing) shall have theright, no more than twice per calendar year, during regular business hours, during the period of time that Customer possesses any
copy of the Licensed Product, and for two (2) years thereafter, to audit said books of account and records and examine all otherdocuments and material in the possession or under the control of Customer with respect to the subject matter and the terms ofthis Agreement. All such books of account, records, and documents shall be kept available by Customer for at least two (2) years
after the last copy of the Licensed Product has been deleted from all of its computer servers or destroyed. If the result of any
audit of Customer’s books and records demonstrates that Customer’s payments were less than the amount which should havebeen paid, Customer shall make payment of any discrepancy revealed by said audit within fifteen (15) days after Syncfusion’s
demand therefore and, if the discrepancy is an amount equal to three percent (3%) or more of the payments actually made withrespect to payments due hereunder, Customer shall reimburse Syncfusion for the cost of such audit.
17.2
Under-licensing / Verification of end-users: As set forth in Section 4 above, each individual end-user must have anassigned copy of the Licensed Product. Syncfusion reserves the sole right to make a determination as to how many end-users it
believes that Customer allows to access the Licensed Product if Syncfusion believes that Customer is under-licensed, and torequire that Customer obtain additional copies of the Licensed Product if in Syncfusion’s opinion Customer is under-licensed.
For the avoidance of doubt, Syncfusion will make this determination based on its proprietary methods and not based on
Customer’s representations regarding how many users Customer believes need to have access to the Licensed Product. In
addition, the cost of a Maintenance and Support Services subscription is dependent upon the number of end-users at the timesuch Maintenance and Support Services subscription is renewed. Therefore, Customer acknowledges and agrees that it mustcooperate with Syncfusion in providing whatever information Syncfusion reasonably requires in order to determine the size ofCustomer’s development teams without necessitating that Syncfusion make an on-site audit as allowed under Section 17.1 above.
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Failure to provide such cooperation is a material breach under this Agreement that is not subject to cure, and Syncfusion reserves
the right to terminate all rights licensed under this Agreement for such breach.
18.
General:18.1
Customer may not assign any of its obligations, rights, or remedies hereunder and any such attempted assignment
shall be null and void.
18.2
The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed awaiver of any further right hereunder. This Agreement constitutes the complete understanding between the parties with respect
to the subject matter herein and supersedes all proposals and all previous negotiations and agreements, written or oral, express
or implied, between the parties with respect to the subject matter herein. This Agreement may not be waived, altered, amended,or modified except in writing, directly referencing the Agreement, and signed by authorized representatives of both parties.
18.3
Account Registration. You may need to register for a Syncfusion account in order to place orders or access or receive
any Licensed Products. Any registration information that you provide to us must be accurate, current, and complete. You mustalso update your information so that we may send notices, statements, and other information to you by email or through youraccount. You are responsible for all actions taken through your accounts.
18.4
It is expressly agreed that the parties are acting hereunder as independent contractors. Under no circumstances shallany of the employees of one party be deemed the employees of the other for any purpose.
18.5
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable,
such determination shall not affect the validity or enforceability of any other part or provision of this Agreement.
18.6
Customer acknowledges and agrees that Syncfusion shall have the right, but no obligation, to provide communication
to the Customer in multiple forms, to include email, without a violation of any email regulation or law, to include but not limited
to CAN-SPAM. Customer may opt of marketing emails by contacting sales@syncfusion.com.
18.7
Syncfusion shall have the right, but no obligation, to use Customer’s name and Customer’s commonly-known logo
in a list of some or all of Syncfusion’s other licensees. Such list will only identify Customer by name and/or logo, but will notmake any statement about the relationship between Syncfusion and Customer without Customer’s permission. Syncfusion willremove Customer’s name and/or logo from any such list upon sixty (60) days’ written notice from Customer.
18.8
The obligations of Customer under Sections 6, 8, 9, 12, and 13 hereof are of a special and unique character which
gives them a particular value to Syncfusion and its third-party vendors for which neither Syncfusion nor its third-party vendors
can be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Therefore,
Syncfusion and its third-party vendors shall, in addition to other remedies which may be available, each be entitled to injunctive
and other equitable relief in the event of the breach or threatened breach of such obligations.
18.9
This Agreement shall be governed by the substantive laws of the state of North Carolina without regard to any conflictof law provisions. This Agreement will not be governed by the United Nations Convention of Contracts for the International
Sale of Goods or by the Uniform Commercial Code, the application of which is expressly excluded. The parties agree that solejurisdiction and venue for any dispute relating to the Agreement shall be in a federal or state court in Wake County, North
Carolina.
18.10
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled byarbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number ofarbitrators shall be three (3), with one (1) arbitrator being named by each party and the third arbitrator being chosen by the othertwo (2) arbitrators. The place of arbitration shall be Raleigh, North Carolina, and the laws of North Carolina shall apply. Judgmenton the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
18.11
This Agreement shall be binding on You by Your clicking on the “YES” button. If the parties hereto execute thisAgreement in writing by an exchange of faxed signed copies hereof, it shall be binding by such exchange of signed copies. In
the event of such an exchange, this Agreement shall become binding on both parties and shall constitute admissible evidence ofthe existence and binding effect of this Agreement.
The terms and conditions of this Agreement apply to any and all Vendor software included with or imbedded in the Licensed
Program(s).
IF YOU DO NOT AGREE WITH THE ABOVE TERMS AND CONDITIONS, DO NOT DOWNLOAD OR INSTALL THE
LICENSED PRODUCT.
YES I agree to be bound by the terms and conditions of this License Agreement.
NO I decline to be bound by the terms and conditions of this License Agreement.

Syncfusion Dashboard License version 3.1

PAGE 7 OF 10

Syncfusion, Inc., 2501 Aerial Center Parkway, Suite 200, Morrisville, North Carolina 27560

CONFIDENTIALSYNCFUSION DASHBOARD PLATFORM SOFTWARE LICENSE AGREEMENT

Appendix A
Customer acknowledges and agrees that the Licensed Program contains certain features that may contain third party
software. A list of all third party software is provided below. Syncfusion provides the accompanying internet links
for Customer’s convenience only and makes no representation or warranty of any kind with regard thereto.
Customer acknowledges and agrees that Customer remains solely liable for any claims that arise from Customer’s
incorporation of the third party software into Customer products and that Syncfusion shall have no liability
whatsoever under any circumstances.
Customer hereby acknowledges and agrees that the Licensed Programs contain certain features that (i) are licensed
from third parties and are subject to additional terms or third party licenses or (ii) allow Customer to implement orinterface with third party products that are subject to separate agreements. Customer further acknowledges that thelist of such features may change as newer versions of the Licensed Programs are released by Syncfusion. Customer isrequired to obtain all third party licenses.
All internet links are provided by Syncfusion for Customer’s convenience only, and Syncfusion makes norepresentation or warranty of any kind with regard thereto.
Syncfusion shall have no liability whatsoever for, nor provide any indemnification to, Customer under any
circumstances for any claims that may arise against Customer related to Customer’s use of such third party software.

SoftwareApplicable website

Applicable terms

Mapping data

Embedded HTML display
enginehttp://www.naturalearthdata.com/downloads/
https://github.com/marklagendijk/jQue
ry.tabbable
https://github.com/cefsharp/CefSharp/t
ree/cefsharp

http://www.naturalearthdata.com/about/t
erms-of-use/
https://github.com/marklagendijk/jquery.tabbable/blob/master/LICENSE
https://github.com/cefsharp/CefSharp/blob/cefsharp/37/LICENSE

Image export software

https://github.com/ariya/phantomjs

Json.NET

https://www.newtonsoft.com/json

https://github.com/ariya/phantomjs/blob/master/third-party.txt
https://github.com/JamesNK/Newtonsoft.Json/blob/master/LICENSE.md

CSV reader
Apache log4net

https://github.com/kentcb/KBCsv
http://logging.apache.org/log4net/

Bootstrap-select Plugin

http://silviomoreto.github.io/bootstrapselectJCrop plugin
jQuery Validation Plugin

http://deepliquid.com/content/Jcrop.ht
mlhttps://jqueryvalidation.org/

LINQ for JavaScript
Microsoft Azure Storage
SDK for .NET
i18n

https://linqjs.codeplex.com
https://docs.microsoft.com/enus/azure/storage
https://github.com/turquoiseowl/i18n

Web utility

Syncfusion Dashboard License version 3.1

https://kbcsv.codeplex.com/license
https://logging.apache.org/log4net/licens
e.htmlhttps://github.com/silviomoreto/bootstra
p-select/blob/master/LICENSE
http://deepliquid.com/content/Jcrop_Lic
ense.html
https://github.com/jqueryvalidation/jqueryvalidation/blob/master/LICENSE.md
https://linqjs.codeplex.com/license
https://github.com/Azure/azure-storagenet/blob/master/LICENSE.txt
https://github.com/turquoiseowl/i18n/blo
b/master/LICENSE.md

PAGE 8 OF 10

Syncfusion, Inc., 2501 Aerial Center Parkway, Suite 200, Morrisville, North Carolina 27560

CONFIDENTIALSYNCFUSION DASHBOARD PLATFORM SOFTWARE LICENSE AGREEMENT
Roboto Font

https://github.com/google/roboto/

SimpleMDE – Markdown
Editor

https://simplemde.com/

markdownsharp

https://code.google.com/archive/p/mar
kdownsharp/

IWC-SignalR

https://github.com/slimjack/IWCSignalR
https://github.com/gdsmith/jquery.easinghttps://github.com/icsharpcode/Avalon
Edit

https://github.com/slimjack/IWCSignalR/blob/master/LICENSE
https://github.com/gdsmith/jquery.easing/blob/master/LICENSE
https://github.com/icsharpcode/AvalonE
dit/blob/master/Documentation/License.
html

Prism

https://github.com/PrismLibrary/Prism

Bootstrap CSS Framework& jQuery Plugins

http://getbootstrap.com/

https://github.com/PrismLibrary/Prism/b
lob/master/LICENSE
https://github.com/twbs/bootstrap/blob/master/LICENSE

Npgsql 3.1.8

https://www.nuget.org/packages/Npgs
ql/3.1.8
https://www.nuget.org/packages/Npgs
ql/3.0.5
https://jqueryui.com/

jQuery Easing Plugin
Avalon Editor

Npgsql 3.0.5
JQuery UIVisual C++ Runtime
ConnectivityPlugin

https://www.microsoft.com/enin/download/details.aspx?id=30679
https://github.com/jamesmontemagno/
ConnectivityPlugin

ImageCirclePlugin

https://github.com/jamesmontemagno/I
mageCirclePlugin

Akavachehttps://github.com/akavache/Akavache

SharePlugin

https://github.com/jguertl/SharePlugin

serilog-sinks-file

https://serilog.net/

Messaging Plugin

https://github.com/cjlotz/Xamarin.Plugins
http://antaris.github.io/RazorEngine/

RazorEngine
BTProgressHUD

https://github.com/nicwise/BTProgress
HUD/
http://www.jsviews.com/

JsRenderSyncfusion Dashboard License version 3.1

https://github.com/google/roboto/blob/m
aster/LICENSE
https://github.com/sparksuite/simplemde-markdowneditor/blob/master/LICENSE
http://www.opensource.org/licenses/mitlicense.php

http://www.npgsql.org/#license
https://github.com/npgsql/npgsql/blob/d
ev/LICENSE.txt
https://github.com/jquery/jqueryui/blob/master/LICENSE.txt
https://www.visualstudio.com/licenseterms/mt639504/
https://github.com/jamesmontemagno/C
onnectivityPlugin/blob/master/LICENS
E
https://github.com/jamesmontemagno/I
mageCirclePlugin/blob/master/LICENS
E
https://github.com/akavache/Akavache/b
lob/develop/LICENSE
https://github.com/jguertl/SharePlugin/bl
ob/master/LICENSE.md
https://github.com/serilog/serilog-sinksfile/blob/dev/LICENSE
https://github.com/cjlotz/Xamarin.Plugi
ns/blob/master/LICENSE.md
https://github.com/Antaris/RazorEngine/
blob/master/LICENSE.md
https://components.xamarin.com/license/btprogresshud
https://github.com/BorisMoore/jsrender/
blob/master/MIT-LICENSE.txt

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Syncfusion, Inc., 2501 Aerial Center Parkway, Suite 200, Morrisville, North Carolina 27560

CONFIDENTIALSYNCFUSION DASHBOARD PLATFORM SOFTWARE LICENSE AGREEMENT

CryptoJS

https://github.com/sytelus/CryptoJS

https://code.google.com/archive/p/cr
ypto-js/wikis/License.wiki

Npm module for Unicode
CLDR JSON data
ADOMD Provider for
Analysis Services

https://github.com/rxaviers/cldr-datanpm
https://docs.microsoft.com/enus/azure/analysis-services/analysisservices-data-providers
https://github.com/codemirror/CodeMi
rror
https://www.nuget.org/packages/Web
Grease/https://www.npmjs.com/package/aes-js
https://github.com/OData/odata.net
https://docs.microsoft.com/enus/azure/activedirectory/develop/active-directoryauthentication-libraries
https://www.npmjs.com/package/globa
lize
https://www.nuget.org/packages/dotless/
https://www.nuget.org/packages/Microsoft.AspNet.SignalR/
https://github.com/Taritsyn/WebMarku
pMin/wiki/WebMarkupMin:ASP.NET-4.X-MVC
https://www.nuget.org/packages/Xam.
Plugin.Connectivity/

https://github.com/rxaviers/cldr-datanpm/blob/master/LICENSE
http://download.microsoft.com/downloa
d/E/C/8/EC87239D-30D1-4063-918DCB0FE586643F/ADOMD_Eula.zip
https://github.com/codemirror/CodeMirr
or/blob/master/LICENSE
http://www.microsoft.com/web/webpi/e
ula/aspnetcomponent_rtw_ENU.htm
https://www.npmjs.com/package/aes-js
https://github.com/OData/odata.net
https://docs.microsoft.com/enus/azure/active-directory/develop/activedirectory-authentication-libraries

CodeMirror
WebGrease
AES-JS
Odata.net libraries
Active Directory
Authentication Library

Globalize
dotless
Microsoft.aspnet.signalr
Webmarkeupmin.aspnet4.
mvc
Xam.Plugin.connectivity

Syncfusion Dashboard License version 3.1

https://www.npmjs.com/package/globalizehttps://github.com/dotless/dotless/blob/master/license.txt
https://www.microsoft.com/web/webpi/e
ula/net_library_eula_ENU.htm
https://github.com/Taritsyn/WebMarkup
Min/wiki/WebMarkupMin:-ASP.NET4.X-MVC
https://github.com/jamesmontemagno/C
onnectivityPlugin/blob/master/LICENSEPAGE 10 OF 10

Syncfusion, Inc., 2501 Aerial Center Parkway, Suite 200, Morrisville, North Carolina 27560

CONFIDENTIAL