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User License Agreement
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGALAGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE
ACQUIRED BY OR FOR AN ENTITY, A SINGLE LEGAL ENTITY) AND SYNCRO. READ
IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THISSOFTWARE. IT PROVIDES A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTYINFORMATION 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 OR DISCONTINUE USE IMMEDIATELY AND DESTROY ALL COPIES IN
YOUR POSSESSION. YOU ALSO ACCEPT AND ASSENT TO THE SYNCRO PRIVACY POLICYLOCATED AT http://www.oxygenxml.com/privacy_policy.html AND YOU AGREE TO RECEIVENOTICES FROM SYNCRO ELECTRONICALLY.
1.

2.

DEFINITIONa.

"Syncro" means Syncro Soft SRL.

b.

"Software" means the executable code of oXygen XML Editor (software program for editing
and processing XML documents), any updates or error corrections provided by Syncro and online or electronic documentation.

c.

"Named User" is an individual authorized by You to use the Software through the assignment ofa single user ID, regardless of whether or not the individual is using the Software at any given
time.

d.

"License Key" means a unique key-code issued to You by Syncro (or its authorized reseller) toactivate and use the Software.

e.

"Maintenance Pack" is a time-limited right to technical support and Software updates andupgrades which you may elect to purchase in addition to your Software license. Technicalsupport only covers issues or questions resulting directly out of the operation of the Software.
Syncro will not provide You with generic consultation, assistance, or advice under any othercircumstances.

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-exclusive,
non-transferable, non-renewable license to copy and use the Software 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.

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User License Agreement2.

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.
The Software is available as Enterprise , Professional , Personal or Academic Edition and canbe licensed either on a subscription or perpetual basis. Upon your payment of the license fee andsubject to the terms and conditions contained herein, Syncro or its authorized reseller provides
you with a License Key and grants you a limited, non-exclusive, non-transferable license to:a.

use the Software on a Named User basis meaning specific individuals are authorized toaccess the Software and the total number of named users may not exceed the total number
licensed by You.

b.

copy the Software in machine-readable form solely for backup purposes.

If you do not pay the license fee before the Trial Period expires, the present License will be
immediately terminated and you lose any right to the Software.
3.

The Named User of the Software may install and use the Software on as many computers(including operating systems) as he or she likes.

4.

Academic Edition Software. Unlike Enterprise, Professional or Personal Editions that areavailable for commercial usage, the Academic Edition is available for educational and noncommercial purposes only. In order to use this edition,You must be a "Qualified Educational
User". To determine whether you are a Qualified Educational User, please review theacademic eligibility requirements at: http://www.oxygenxml.com/academic or contact Syncro(support@oxygenxml.com)

5.

An academic classroom license designed to support educators using the Software for classroom
teaching is available on request.

6.

Personal Edition Software. If you have acquired a Personal Edition, You are permitted to use theSoftware only if You are a natural person and You purchase the license using your own funds
only. If any third party pays the license fee or if You expect or receive reimbursement for the
license fee from any third party, this license shall be invalid and not in effect. For the avoidanceof any doubt, Personal licences are not available to companies or business entities and can't berefunded by employers.

7.

Floating License: If you are using the Software under the control of a Floating license, you may:a.

install the Software on an unlimited number of computers that are connected to thedesignated network (there has to be a TCP/IP connection between the machines)b.

use the Software by no more than the authorized number of concurrent users.

A separate license is required for each additional concurrent user and/or network on which theSoftware is used. Syncro will provide you with a license code key that enables the Software
for a Floating license up to the authorized number of concurrent users. If a part of the Software(by means of the SDK) is integrated in a third party application that features a floating licensemechanism compliant with the current Section, you may elect to use each instance of this2

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User License Agreement
application as an authorized concurrent user that shall be subtracted from the authorized numberof concurrent users.
8.

Subscription. If You licensed the Software on a subscription basis, your rights to use the Softwareare limited to the subscription period that shall be indicated in your accepted order. In order to use
the subscription you must register the activation code provided to you at the time of purchase andreceive a License Key. Your license subscription will start on the date you receive the License
Key, not from the date of purchase. After the expiration of your subscription, You are legallyobligated to discontinue your use of Software and remove the Software from your system.

9.

Pre-release license. Notwithstanding anything to the contrary in this Agreement, if Software isdesignated as pre-release or beta software, then you may use the Software in a manner consistent
with the terms of this Agreement solely for evaluation purposes only for the term of the prerelease time period, which is specified elsewhere in the Software, or upon the commercial
release of the Software. Syncro may never commercially release the Pre-release Software. You
acknowledge that all Software designated as pre-release or beta Software may contain bugs, may
not operate properly or perform all intended functions, may interfere with the functioning ofother software applications, and may cause errors, data loss or other problems. YOUR USE OF
PRE-RELEASE SOFTWARE IS AT YOUR OWN RISK.

10. Not For Resale license. Notwithstanding anything to the contrary in this Agreement, if Softwareis designated as "Not For Resale", then you may use the Software only if you are a current Syncro
Authorized Partner and then only for demonstration, test, training or evaluation purposes insupport of your customers and you may not resell, or otherwise transfer for value, the Software.
11. Upgrades. Notwithstanding any other terms in this Agreement, if the Software is licensed as an
upgrade or update, then the latest update or upgrade that you download and install replaces theSoftware previously licensed. You agree that the upgrade or update and the associated license
keys does not constitute the granting of a second license to the Software (i.e., you may not use theupgrade or update in addition to the Software it is replacing and whose license has terminated).
12. Prior Versions. Prior versions of the Software may be installed on the same computer with aproperly licensed current version of Software. A Prior version may be used by a properly licensed
user in place of the current version of the software. The prior version is not an additional licenseof the Software, it may be used only as a substitute for the current version.
13. Certain rights are not granted under this Agreement, but may be available under aseparate agreement. If you would like to enter into a distribution agreement contact Syncro(support@oxygenxml.com)
3.

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).

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User License Agreement

4.

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.

5.

6.

This Agreement gives you limited rights to use the Software. Syncro retains any and all rights,
title and interest in and to the Software and all copies thereof, including copyrights, patents, trade
secret rights, trademarks and other intellectual property rights. All rights not specifically grantedin this Agreement, including International Copyrights, are reserved by Syncro. The structure,organization and code of the Software are valuable trade secrets and confidential informationof Syncro.

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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User License Agreement
2.

7.

NO REFUND
1.

8.

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.

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.

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.

5.

Technical support incidents can be submitted via e-mail or by phone. Syncro will use its best
efforts to provide you with technical support within forty-eight (48) business hours of yourrequest. Please check our website to find our latest contact information.

6.

The latest information is provided on the web site at: http://www.oxygenxml.com. Please refer
to our web site for additional information regarding Maintenance Pack (prices, online purchase,etc.).

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User License Agreement
9.

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 Software
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 notices and/or additional terms andconditions. Such required third party software notices and/or additional terms and conditions
are located at http://www.oxygenxml.com/thirdparty/index.html and are made a part of andincorporated by reference into this EULA. By accepting this EULA, You are also accepting theadditional terms and conditions, if any, set forth therein.

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 this6

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Agreement 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. 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 agreements7

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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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