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License Agreement for Sync Layer, Inc. Products
Sync Layer Inc. ("Sync Layer") licenses this software product to you subject to the terms contained in this end user license agreement ("EULA"). Read the terms and conditions of this EULA carefully before using this computer software and any accompanying documentation (the "Software"). The Software is copyrighted and it is licensed to you under this EULA, not sold to you. By creating an account, installing, copying or otherwise using this software, you agree to be bound by the terms of this EULA. If you are not willing to be bound by the terms of this EULA, do not create an account or access any services provided by the software.
This EULA is a legal agreement concerning the software between you, as either and individual or a single business entity, and Sync Layer. This EULA supersedes and replaces any prior proposal, representation, or understanding you may have had with Sync Layer relating to the Software.
Assent to Be Bound
By clicking "I read and accept the EULA" when requested by this Software, by executing a written copy of this EULA, or by creating an account, installing, copying or otherwise using this Software, you agree to be bound by the terms of this EULA. If you do not agree with any term or condition, do not download, order, open, install or use the Software or product package. Contact Sync Layer to arrange the return of the Software and accompanying materials to Sync Layer.
Confidentiality
You agree that, unless otherwise specifically provided herein or agreed to by Sync Layer in writing, the Software, including the specific design and structure of individual programs and the Software, provided to you by Sync Layer constitute confidential proprietary information of Sync Layer. You shall permit only authorized users, who possess rightfully obtained license keys, to use the Software. You shall not share your user account information with any other person(s) and you shall not provide other access to the Software to unauthorized persons. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Sync Layer. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided to you by Sync Layer. You will use your best efforts to cooperate with and assist Sync Layer in identifying and preventing any unauthorized use, copying, or disclosure of the Software, or any portion thereof.
Feedback
It is expressly understood, acknowledged and agreed that you may, regardless of whether or not formally requested to do so, provide to Sync Layer reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). If you provide such Feedback to Sync Layer, you shall grant Sync Layer the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Sync Layer product, technology, service, specification or other documentation (individually and collectively, "Sync Layer Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Sync Layer Product; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a Sync Layer Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Sync Layer to comply with any additional obligations with respect to any Sync Layer Products that incorporate any Feedback.
Grant of License
Subject to the terms and conditions of this EULA, Sync Layer hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software in accordance with federal, state, and local laws and regulations, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
Restrictions on Grant
Except as otherwise specifically permitted in this EULA, you may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this EULA or elsewhere by Sync Layer; (c) separate Software, which is licensed as a single product, into its component parts. (d) sublicense or permit simultaneous use of the Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) publish any results of benchmark tests run on any Software to a third party without Sync Layer prior written consent.
Ownership and Copyright of Software
Title to the Software and all copies thereof remain with Sync Layer and/or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Sync Layer does not grant any express or implied rights to you under Sync Layer patents, copyrights, trademarks, or trade secret information.
Term of this EULA
Your rights with respect to the Software will terminate upon the earlier of (a) the termination of your employment with law enforcement or (b) the termination of the Services Agreement between Sync Layer and your employer. Either party may terminate this EULA at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this EULA, the rights and licenses granted to you under this EULA shall immediately terminate, and you shall immediately cease using, and will return to Sync Layer (or, at Sync Layer's request, destroy), the Software and all other tangible items in your possession or control that are proprietary to or contain confidential information.
Customer Data
Licensee is responsible for the legality, quality, accuracy and integrity of any data and other information that Licensee submits to Sync Layer in the course of using the Software (“Customer Data”). Sync Layer will not be responsible for any corrections, deletions or damage to Customer Data. Customer Data may include documents, images, and other digital information that Licensee chooses to transmit to the Software. Licensee is solely responsible for ensuring that Customer Data is not unlawfully obtained or modified. Sync Layer will not be responsible for storage of Customer Data. Licensee is solely responsible for maintaining records of Customer Data external to the Software.
Disclaimer
The Software is licensed "AS IS", and Sync Layer disclaims any and all other warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, to the extent authorized by law. Without limitation of the foregoing, Sync Layer expressly does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or error free. You assume responsibility for selecting the Software to achieve your intended results, and for the results obtained from your use of the Software. You bear the entire risk as to the quality and the performance of the Software.
Limitation of Liability
Provision of any Software under this EULA shall not create any obligation for Sync Layer to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.
Sync Layer cumulative liability to you or any party related to you for any loss or damages arising out of or relating to this EULA, or installation or use of the software and documentation shall not exceed the amount of license fees paid to Sync Layer by you under this EULA. This limitation applies to all causes of action or claims in the aggregate, including, without limitation, breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and other torts. In no event shall Sync Layer be liable to you or any party related to you for any indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits, even if Sync Layer has been advised of the possibility of such damages.
United States Government Restricted Rights
The Software is provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.
Governing Law and Choice of Forum
This EULA shall be governed by and construed in accordance with the laws of the State of Virginia without reference to that state’s conflict of laws. Any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation any dispute regarding the enforceability of any provision, which cannot be resolved through good faith negotiations within thirty (30) days or such longer period of time as may be mutually agreed between the parties, shall be submitted to and finally resolved by a court of competent jurisdiction in the State of Virginia.
Export Restrictions
You acknowledge that Software is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
Contact Info
Copyright (C) 2025 Sync Layer, Inc. All rights reserved. This product is based on technologies that are the subject matter of a number of issued patents and pending patent applications.
If you have any questions, please contact us via email at info@synclayerinc.com