End User License Agreement

This End User License Agreement (“Agreement”) is a legal agreement between you and the organization you represent (“Customer,” “you,” or “your”) and Cyntrix Systems, Inc. (“Cyntrix,” “we,” “us,” or “our”) governing your access to and use of the CyntrixOne enterprise resource planning software, including its modules, related documentation, and any updates or hosted services made available by Cyntrix (collectively, the “Software”).

By installing, accessing, or using the Software, or by clicking to accept this Agreement, you acknowledge that you have read, understood, and agree to be bound by its terms. If you do not agree, you may not access or use the Software. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization.

Subject to your continued compliance with this Agreement and payment of all applicable fees, Cyntrix grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the applicable subscription term, solely for your internal business operations and only for the number of users, modules, and capacity specified in your order or subscription plan.

Where the Software is provided as a hosted, cloud-based service, the license is a right to access and use the service. Where any on-premises or client component is provided, the license is a right to install and use that component on systems you control, solely in connection with your authorized use of CyntrixOne.

You shall not, and shall not permit any third party to:

• Copy, modify, translate, or create derivative works of the Software, except as expressly permitted by this Agreement.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Software, except to the extent such restriction is prohibited by applicable law.
• Rent, lease, lend, sell, sublicense, distribute, or otherwise make the Software available to any third party, or use it on a service-bureau or time-sharing basis.
• Remove, alter, or obscure any proprietary notices, labels, or marks on or within the Software.
• Circumvent or disable any security, licensing, or usage-metering features, or exceed the user, module, or capacity limits of your subscription.
• Use the Software to develop a competing product or service, or to benchmark or test it for the benefit of a competitor.
• Use the Software in violation of any applicable law or regulation, or to store or transmit unlawful, infringing, or harmful material.

Access to the Software is provided on a subscription basis under the plan and modules you select. Fees are based on your chosen plan, the number of authorized users, and the modules and capacity you enable. You may add modules or users during the term, with fees prorated as set out in your order. Except as required by law or expressly stated, fees are non-refundable.

Unless otherwise agreed in writing, subscriptions renew for successive terms equal to the prior term unless either party provides notice of non-renewal before the end of the then-current term. Cyntrix may adjust fees effective upon renewal.

The Software is licensed, not sold. Cyntrix and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein, and all copies, modifications, and derivative works. No rights are granted to you other than those expressly set forth in this Agreement. All rights not expressly granted are reserved by Cyntrix.

If you provide suggestions, feedback, or recommendations regarding the Software, Cyntrix may use them without restriction or obligation to you.

As between the parties, you retain all right, title, and interest in and to the business data you and your users submit to the Software (“Customer Data”). You grant Cyntrix a limited license to host, process, and transmit Customer Data solely as necessary to provide, secure, and support the Software in accordance with this Agreement and our Privacy Policy.

You are responsible for the accuracy, quality, and legality of Customer Data and for obtaining all rights and consents necessary for Cyntrix to process it. You are responsible for maintaining appropriate backups except where Cyntrix expressly provides backup services as part of your plan.

Each party may have access to the other’s confidential information. The receiving party shall use the disclosing party’s confidential information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it to third parties except to representatives bound by similar obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully obtained from a third party.

Cyntrix will provide support and updates in accordance with the plan you purchase. Cyntrix may modify, enhance, or update the Software from time to time, provided that such changes do not materially reduce the core functionality of the modules you have licensed during your subscription term. Cyntrix will use commercially reasonable efforts to make the hosted Software available, subject to scheduled maintenance and events beyond its reasonable control.

Cyntrix warrants that, during the subscription term, the Software will perform materially in accordance with its then-current documentation. Your exclusive remedy and Cyntrix’s entire liability for breach of this warranty is for Cyntrix to use commercially reasonable efforts to correct the non-conforming Software or, if it cannot do so within a reasonable time, to terminate the affected subscription and refund any prepaid, unused fees.

EXCEPT AS EXPRESSLY STATED, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CYNTRIX DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR YOUR PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO CYNTRIX FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Cyntrix will defend you against third-party claims that the Software, as provided and used in accordance with this Agreement, infringes a valid intellectual property right, and will pay resulting costs and damages finally awarded, subject to the limitations in this Agreement. You will defend and indemnify Cyntrix against claims arising from Customer Data or your use of the Software in violation of this Agreement or applicable law. Each party’s indemnity obligations are conditioned on prompt notice and reasonable cooperation.

This Agreement remains in effect for the duration of your subscription. Either party may terminate for the other’s material breach that remains uncured 30 days after written notice. Upon termination or expiration, your license ends and you must cease using the Software. Following termination, Cyntrix will make Customer Data available for export for a limited period as described in your plan, after which it may be deleted in the ordinary course.

Sections relating to ownership, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive termination.

You agree to comply with all applicable export control and sanctions laws and shall not use or export the Software in violation of such laws. You represent that you are not located in, and will not use the Software from, any embargoed jurisdiction or while on any restricted-party list.

This Agreement is governed by the laws of the State in which Cyntrix Systems, Inc. is incorporated, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute not subject to an agreed alternative dispute-resolution process.

• Entire Agreement: This Agreement, together with any order and referenced policies, is the entire agreement between the parties and supersedes prior agreements on its subject matter.
• Amendments: Cyntrix may update this Agreement; material changes will be communicated, and continued use after the effective date constitutes acceptance.
• Assignment: You may not assign this Agreement without Cyntrix’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets.
• Severability: If any provision is held unenforceable, the remaining provisions remain in full force.
• Waiver: Failure to enforce any provision is not a waiver of the right to enforce it later.
• Force Majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control.

Questions about this Agreement may be directed to Cyntrix Systems, Inc. at legal@cyntrixsystems.com, or to the mailing address listed on our Contact page.