Oxygen XML Web Author
End User License Agreement
IMPORTANT: THIS SOFTWARE LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENTBETWEEN YOU (A SINGLE LEGAL ENTITY) AND SYNCRO. READ IT CAREFULLY BEFORECOMPLETING THE INSTALLATION PROCESS AND USING THIS SOFTWARE. IT PROVIDESA LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND
LIABILITY DISCLAIMERS. BY DOWNLOADING OR INSTALLING THE SOFTWARE YOU ARE
INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO
ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE ORDISCONTINUE USE IMMEDIATELY AND DESTROY ALL COPIES IN YOUR POSSESSION. YOU
ALSO AGREE TO RECEIVE NOTICES FROM SYNCRO ELECTRONICALLY.
1.

2.

DEFINITIONSa.

"Syncro" refers to Syncro Soft S.R.L.

b.

"Oxygen" means the specific software products for editing and authoring XML documents, that
Syncro have developed as featured on http://www.oxygenxml.com website. Oxygen includes
any new releases, upgrades, updates and on-line or electronic documentation.

c.

"Licensee" (or "You" or "you") means the entity that accepted and agreed to be bound by theterms and conditions of this Agreement. If you are entering into this Agreement on behalf of acompany or other organization, you represent that you have the authority to bind your company
or organization to this Agreement.

d.

"Software" means the Oxygen XML Web Author, composed of a server part operating as aservice application and a client HTML5/JavaScript part deployed to a web browser, where theclient part is not installed on the client machine but is in use by the client machine while thebrowser is connected to the server part.

e.

"License Manager" means a software tool supplied by Syncro to you as part of the Softwarethat can be installed on a centralized system designed to store the unique key-code issued to
You by Syncro ("License Key") in order to activate and use the Software. The License Manager
requires an activation procedure, a process by which an activated License Key is generated fora particular License Key and a host system,f.

"Web Author Server" is defined as a computer system (either physical or virtual) configured with
the intention of multiple people accessing it that has the Software loaded into the server’s RAM
and is used to deploy Software features to end-users directly from a web or mobile browser.
A group of independent computer systems, which outwards appear as a single web server andwork jointly to balance the workload for server applications is considered a single Web Author
Server, if all such systems are connected to the same License Manager.

LICENSE GRANTS
1.

Trial Period License. You may download and use the Software for free for thirty (30) days
after installation ("Trial Period"). During the Trial Period, Syncro grants You a limited, non-1

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End User License Agreement
exclusive, non-transferable, non-renewable license to copy and use the Software, on one (1)Web Author Server for evaluation purposes only and not for any commercial use. At Syncro
discretion, Syncro may provide limited support through email or discussion forums at Syncro
web site. The evaluation copy of the Software contains a feature that will automatically disable
the Software at the end of Trial Period. Syncro will have no liability to you if this feature disables
the Software.

2.

3.

3.

License After Trial Period. This Software is licensed, not sold. During Trial Period, You havethe option of paying a license fee in order to use the Software after expiration of the Trial Period.
Upon your payment of the license fee and subject to the terms and conditions contained herein,
Syncro or its authorized reseller provides you with a License Key and grants you a limited, nonexclusive, non-transferable license to copy the Software in machine-readable form solely for
backup purposes and to use the Software on one (1) Web Author Server according to one of
the license types below:a.

Floating Browsers - the total number of concurrent web or mobile browsers that you expect
to connect to the Software does not exceed, at any one time, the number of concurrent
browsers authorized by Syncro.

b.

Floating Browsers Subscription - during the period of time the subscription is active, thetotal number of concurrent web or mobile browsers that you expect to connect to theSoftware does not exceed, at any one time, the number of concurrent browsers authorized
by Syncro.

The following additional licensing options are available as secondary licenses with respect to
the Software:
1.

Redundancy License - means a license that you may purchase separately solely to support
redundancy on your backup or fail-safe systems, and may not be used for any other purpose.
The Software running with the Redundancy License shall take over functionality if andonly if the normal license fails to perform as intended.

2.

Staging License - means a license that you may purchase solely for the purpose ofoperating a test environment for the Software before using new versions of the Softwareor configurations in the production environment, and may only be used for demonstration,
training, testing, and evaluation purposes, Any output files or other materials produced
through such use are only for internal, non-commercial and non-production purposes.
Staging Licenses may not be used to operate in production mode, even in the event of a
failure of the production system (this requires a Redundancy License)

SUPPORT AND MAINTENANCE PACK
1.

Subject to payment of the applicable fees for Maintenance Pack under this Agreement Syncro
shall provide maintenance and support services in accordance with its standard maintenance andsupport terms for such services. Syncro technical support policies are posted on Oxygen XML’s
website (www.oxygenxml.com) and Syncro reserves the right to amend and modify its technicalsupport policies from time to time, in its sole discretion.

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End User License Agreement

4.

5.

2.

At any time prior to the expiration of your Maintenance Pack and fourteen (14) days after,
you may purchase a renewal of your Maintenance Pack. This additional Maintenance Pack will
extend the availability of your current Maintenance Pack for a period of time beginning with thedate when your Maintenance Pack expires. If you do not purchase any additional MaintenancePack, you will lose the right to technical support and Software updates and upgrades as of thedate your current Maintenance Pack expires. However, you will not lose the right to use theSoftware or the technical support,updates and upgrades provided free by Syncro.

3.

For customers that purchase or already own multiple licenses, a Maintenance Pack must bepurchased for each license.

4.

If you licensed Software on a subscription basis, Maintenance Pack is included in the applicable
subscription fee. When your subscription ends, Maintenance Pack will also be terminated.

LICENSE RESTRICTIONS
1.

You may not provide or make available by any means the License Key to any third party.
You undertake to take such steps as are necessary in order to protect the License Key against
unauthorized use.

2.

You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse
engineer, disassemble, or otherwise reduce the Software to a human-perceivable form (except
as permitted by applicable law).

3.

You may not sell, rent, lease, sublicense, transfer, resell for profit or otherwise distribute theSoftware or any part thereof.

4.

You may not modify the Software or create derivative works based upon the Software.

5.

You may not remove or obscure any copyright and trademark notices relating to the Software.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
1.

The items in the Software are the intellectual property of Syncro and its suppliers andare protected by United States copyright and patent law, international treaty provisions andapplicable laws of the country in which it is being used. You agree to protect all copyrightand other ownership interests of Syncro and/or its suppliers in the Software supplied under thisAgreement. You agree that all copies of the items in the Software, reproduced for any reason by
You, contain the same copyright notices, and other proprietary notices as appropriate, as appear
on or in the master items delivered by Syncro in the Software. Syncro and/or its suppliers retain
title and ownership of the items in the Software, and all subsequent copies.

2.

Content. Syncro obtain no right, title or interest from You (or your end-users) under thisAgreement in or to any information (such as data files, written text) (collectively, “Content”)
that You or your end-users transmit or display on, or through, the Application, including any
intellectual property rights that subsist in that Content (whether those rights happen to be3

Oxygen XML Web Author
End User License Agreement
registered or not, and wherever in the world those rights may exist). You are responsible forprotecting and enforcing those rights and we have no obligation to do so on your behalf.

6.

7.

3.

Except as stated herein, this Agreement does not grant You any rights to patents, copyrights,
trade secrets, trademarks, or any other rights in respect to the items in the Software, and all rights
not expressly granted are reserved by Syncro and its suppliers.

4.

You may, from time to time, voluntarily elect to provide suggestions, comments and otherfeedback ("Feedback") to Syncro with respect to the Software. Syncro may, in connection withany of its products, services, specifications or technologies, freely use, copy, disclose, license,
distribute and exploit any Feedback in any manner without any obligation or restriction basedon intellectual property rights or otherwise. Syncro shall retain ownership of any Feedback. You
shall not provide any Feedback subject to any terms that would impose any obligation on Syncro.

5.

Nothing in this Agreement shall be deemed to preclude Syncro from entering into agreementswith or otherwise engaging other developers who may develop a similar Application.

PATENT AND COPYRIGHT INDEMNITY
1.

Syncro will defend and indemnify You for all costs (including reasonable attorneys fees) arisingfrom a claim that Software furnished and used within the scope of this Agreement infringes the
copyright or other intellectual property rights protected by United States or European Union lawof any third party, provided that: (i) You notify Syncro in writing within ten (10) business days ofthe claim, (ii) Syncro has sole control of the defense and all related settlement negotiations, and(iii) You provide Syncro with the assistance, information, and authority necessary to performthe above.

2.

Syncro will have no liability for any claim of infringement based on (i) code contained within
the Software which was not created by Syncro (ii) use of a superseded or altered release of the
Software, except for such alteration(s) or modification(s) which have been made by Syncro orunder Syncro' direction, if such infringement would have been avoided by the use of a current,
unaltered release of the Software that Syncro provides to You, or (iii)the combination, operation,or use of any Software furnished under this Agreement with programs or data not furnished by
Syncro if such infringement would have been avoided by the use of the Software without suchprograms or data.

3.

In the event the Software is held or believed by Syncro to infringe, or Your use of the Softwareis enjoined, Syncro will have the option, at its expense, to (i) modify the Software to cause
it to become non-infringing, (ii) obtain for You a license to continue using the Software, (iii)
substitute the Software with other Software reasonably suitable to You, or (iv) if none of theforegoing remedies are commercially feasible, terminate the license for the infringing Softwareand refund any license fees paid for the Software, prorated over a three-year term from theeffective date of the Agreement. This Section states Syncro' entire liability for infringement.

LIMITED WARRANTIES
1.

Syncro warrants that it holds the proper rights allowing it to license the Software and is not
currently aware of any actions that may affect its rights to do so.
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End User License Agreement
2.

8.

NO REFUND
1.

9.

THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, EXCEPT AS EXPRESSLYSET FORTH ABOVE, SYNCRO MAKES NO WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIEDWARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTINGTHE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE
INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. SYNCROMAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE
FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS
NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFEPERFORMANCE. SYNCRO EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESSFOR HIGH-RISK ACTIVITIES.

Because the Software is provided free of charge during the Trial Period to allow potential
customers to evaluate and test it before paying the license fee, Syncro enforces a strict no-refund
policy. Please evaluate and test the Software carefully during the Trial Period. Once you pay thelicense fee, your payment is final and may not be reimbursed.

LIMITATION OF LIABILITY
1.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENTSHALL SYNCRO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHERINFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR
LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD
FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHERPECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY
RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, THE PROVISIONOF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN
CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN EVENT OF FAULT,TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR
BREACH OF WARRANTY OF SYNCRO OR ANY SUPPLIER, AND EVEN IF SYNCROOR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, SYNCRO ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULASHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU
FOR THE SOFTWARE OR U.S.$5.00. Because some states and jurisdictions do not allow theexclusion or limitation of liability, the above limitation may not apply to you. In such states andjurisdictions, Syncro's liability shall be limited to the greatest extent permitted by law and thelimitations or exclusions of warranties and liability contained herein do not prejudice applicablestatutory consumer rights of person acquiring goods otherwise than in the course of business.
The disclaimer and limited liability above are fundamental to this Agreement between Syncro
and you.

10. HIGH RISK ACTIVITIES1.

The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale
as on-line control equipment in hazardous environments requiring fail-safe performance, suchas in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines, or weapons systems, in which the failure of the Software5

Oxygen XML Web Author
End User License Agreement
could lead directly to death, personal injury, or severe physical or environmental damage ("High
Risk Activities"). Syncro and its suppliers specifically disclaim any express or implied warranty
of fitness for High Risk Activities.

11. THIRD PARTY SOFTWARE
1.

The Software may contain third party software that requires and/or additional terms andconditions. Such required third party software notices and/or additional terms and conditions arelocated at http://www.oxygenxml.com/thirdparty-webauthor/index.html and are made a part ofand incorporated by reference into this EULA. By accepting this EULA, You are also accepting
the additional terms and conditions, if any, forth therein.

2.

Third Party Plugins. Syncro or third parties may make available to you third-party products,
including but not limited to plugins or XML frameworks. If you procure any of these third party
products, you do so under a separate agreement solely between you and the third party vendor.
Syncro does not warrant or support non-Syncro products, and disclaims all liability for suchproducts.

12. TERMINATION
1.

This Agreement will terminate at the end of Trial Period unless You purchase an ongoing licenseby paying the license fee. If the Software is licensed on subscription basis, this Agreement willautomatically terminate upon the termination of your subscription period. You may terminate
the Agreement at any time by destroying all copies of the Software. Syncro may terminate
the Agreement and license granted herein immediately if you breach any provision of thisAgreement or at the request of an authorized Syncro reseller in the event that you fail to makeyour license payment or other monies due and payable.

13. U.S. GOVERNMENT ENTITY RIGHTS
1.

If Software is being acquired by or on behalf of the U.S Government or by a U.S. Government
prime contractor or subcontractor (at any tier), then the government's rights in Software andaccompanying documentation will be only as set in this Agreement; this is in accordance with 48
CFR 227.7201 through 277.7202-4 (for Department of Defense (DOD) acquisitions) and with
48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

14. EXPORT REGULATIONS
1.

You acknowledge that the Software may be subject to export restrictions of various countries.
You shall fully comply with all applicable export license restrictions and requirements as wellas with all laws and regulations relating to the importation of the Software, in the United Statesand in any foreign jurisdiction in which the Software is used. Without limiting the foregoing,
the Software may not be downloaded or otherwise exported or re-exported (i) into (or to anational or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone
on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce
Department's Table of Denial Orders. By downloading or using the Software, you are agreeing
to the foregoing and you are representing and warranting that you are not located in, under thecontrol of, or a national or resident of any such country or on any such list.

15. PUBLICITY
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Oxygen XML Web Author
End User License Agreement
1.

You (meaning your organization) agree to be identified as a customer of Syncro and agree that
Syncro may refer to You by name, trade name and trademark, if applicable, and may briefly
describe your business in our marketing materials and website. You hereby grant Syncro alicense to your name and any of your trade names and trademarks solely in connection with therights granted to us pursuant to this section.

16. GENERAL
1.

Syncro makes efforts to provide updates or new versions of the Software, but Syncro reserves
the right at any time not to release updates or new versions of the Software or, if released, to alter
prices, features, specifications, capabilities, functions, licensing terms, release dates, generalavailability or other characteristics of the Software.

2.

If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part,such provision shall be modified to the minimum extent necessary to make it legal, valid andenforceable, and the legality, validity and enforceability of all other provisions of this Agreement
shall not be affected.

3.

This Agreement will be governed by and construed in accordance with the laws of Englandand Wales. In the event of any disputes arising out of the interpretation or performance of thisAgreement, the parties shall endeavor to settle the matter out of court prior to any court action.
If no agreement can be reached to settle a dispute concerning the interpretation or performanceof this Agreement, the competent courts of England and Wales shall have exclusive jurisdiction.
Service of process upon either party shall be valid if served by registered or certified mail, return
receipt requested and to the most current address provided by such party. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

4.

You may not assign this Agreement in whole or in part, without Syncro prior written consent.
Any attempt by You to assign this Agreement without such consent will be null and void.

5.

This Agreement constitutes the entire agreement between Syncro and You related to the Softwareand supersedes any and all previous and contemporaneous understandings or agreements
between the parties with respect to the same subject matter. No purchase order, other ordering
document or any other document which purports to modify or supplement this Agreement shall
add to or vary the terms and conditions of this Agreement unless executed by both Syncro andYou. Syncro's acceptance of any purchase order placed by You is expressly made conditional
on your assent to the terms set forth in this Agreement, and not those contained in your purchaseorder, and such purchase order terms shall have no effect on this Agreement. All questions
concerning this Agreement shall be directed to support@oxygenxml.com

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