Subject to and conditioned upon Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Synchronize hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Term to use the Software solely as set forth in this Section and subject to all conditions and limitations set forth elsewhere in this Agreement. This license grants Licensee the right to:

• Enable and install the Software on a device owned, leased, or otherwise controlled by Licensee, in accordance with this Agreement and the Documentation;
• Use and run the Software for Licensee’s in accordance with this Agreement and the Documentation; and
• Combine or integrate the Software with a Permitted Platform.For the purposes of this Agreement, a “Permitted Platform” is any online platform Synchronize permits Licensee to combine with its Software (in Synchronize’s sole discretion), and “Documentation” means any materials provided by Synchronize that describes the installation, operation, use, or technical specifications of the Software.

The Software may include software, content, data, or other materials that are owned by persons other than Synchronize and that are provided to Licensee on license terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee of any Third-Party License is also a breach of this Agreement.

Licensee shall not directly or indirectly:

• use (including making any copies of) the Software or Documentation beyond the scope of the license granted under this Agreement;
• provide any other person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software or Documentation;
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
• combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any program other than a Permitted Platform;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
• copy the Software or Documentation, in whole or in part;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third-party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
• use the Software or Documentation in any manner or for any purpose that violates any law, regulation, or rule; or
• use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Synchronize’s commercial disadvantage.

Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third-party any Intellectual Property Rights or license, nor other right, title, or interest in or to the Software or Documentation.

Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by any person to whom Licensee may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

Synchronize’s privacy policy (the “Privacy Policy”) is hereby incorporated into this Agreement by reference. Licensee acknowledges that Synchronize may use, store and collect information about Licensee and about Licensee’s use of the Software. Licensee also may be required to provide certain personal information as a condition to installing or using the Software, its features or functionality, and the Software will provide Licensee with opportunities to share personal information with others. By requesting access to, installing, using or providing information to or through the Software, Licensee consents to all actions taken by Synchronize with respect to Licensee’s information in compliance with the Privacy Policy.

• For the purposes of this Agreement, “Licensee Content” means any data, information, or material originated by Licensee that Licensee transmits through the Software.
• Licensee will retain ownership of its Licensee Content that passes through the Software. By transmitting Licensee Content through the Software, Licensee hereby grants Synchronize a worldwide, non-exclusive license to access, use, process, copy, store, distribute, perform, transmit, export, and display Licensee Content, as reasonably necessary: (i) to provide, maintain, operate, and update the Software and to provide technical support for the Software; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law.
• Licensee shall be solely responsible for the accuracy, quality, content, and legality of all Licensee Content. Licensee represents and warrants that (i) Licensee has obtained all necessary rights, releases, and permissions to transmit Licensee Content through the Software and to otherwise use, process, and/or store Licensee Content on the Software and/or Permitted Platform; and (ii) Licensee Content, and its transmission, processing, storage, and use as Licensee authorizes in this Agreement will not violate any laws or regulations, this Agreement, or the terms of any applicable Third-Party Licenses.

• Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Synchronize and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall promptly notify Synchronize if Licensee becomes aware of any infringement of the Synchronize’s Intellectual Property Rights in the Software and fully cooperate with Synchronize in any legal action taken by Synchronize to enforce its Intellectual Property Rights.
• For the purposes of this Agreement, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights, and all similar or equivalent rights or forms of protection, in any part of the world.

• The term of this Agreement begins on the earlier of (i) the date Synchronize notifies Licensee it can access the Software, or (ii) the date Licensee first accesses the Software, and continues until terminated. (the “Term”).
• Licensee may terminate this Agreement by removing the Software from Licensee’s device, disabling the Software’s integration or combination with a Permitted Platform, or taking some other action that has the same effect.
• Synchronize may terminate this Agreement or suspend Licensee’s use and access to the Software and the Documentation at any time and for any reason upon notice to Licensee. Synchronize will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee may incur as a result of such termination or suspension.
• Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using the Software and Documentation.

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SYNCHRONIZE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SYNCHRONIZE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

• IN NO EVENT WILL SYNCHRONIZE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SYNCHRONIZE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• IN NO EVENT WILL SYNCHRONIZE’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED $1.

Licensee hereby irrevocably agrees to indemnify, defend, and hold Synchronize, its affiliates, directors, officers, employees, and agents harmless from and against any and all loss, costs, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim arising from or related to Licensee’s use or misuse of the Software or Licensee’s breach of this Agreement, including (but not limited to) the content Licensee submits or makes available through the Software.

The Software and Documentation may be subject to certain export control laws. Licensee shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

• This Agreement is governed by and construed in accordance with the laws of the British Virgin Islands without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Software shall be instituted exclusively in the courts of the British Virgin Islands. Licensee waives any and all objections to the exercise of jurisdiction over Licensee by such courts and to venue in such courts.
• The parties agree a breach of the terms in this Agreement may cause irreparable harm to the Synchronize for which monetary damages would not be an adequate remedy, and Synchronize may seek equitable relief, including specific performance and injunctive relief, to enforce the provisions of this Agreement; however, such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
• Any section that, in order to give proper effect to its intent, should survive the expiration or termination (if any) of this Agreement, will survive such expiration or termination.
• Synchronize will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to circumstances or causes beyond Synchronize’s reasonable control, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, or governmental action.
• All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
• This Agreement and all other documents that are incorporated by reference herein, including the Privacy Policy, constitute the sole and entire agreement between Licensee and Synchronize with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements with respect to such subject matter.
• Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement without Synchronize’s prior written consent, which consent Synchronize may give or withhold in its sole discretion. Synchronize may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
• This Agreement is intended to be and is solely for the benefit of Synchronize and Licensee and does not create any right in favor of any third-party.
• Synchronize, in its sole discretion, may revise and update the terms of this Agreement from time to time. Any and all such modifications are effective immediately and apply to all access to and continued use of the Software. Licensee agrees to periodically review the Software’s terms and conditions in order to be aware of any such modifications, and Licensee’s continued use shall be Licensee’s acceptance of this Agreement.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect, and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.