END-USER SOFTWARE USE AGREEMENT

This Software Use Agreement is made and effective on the date of purchase or the date of first use and activation, between ZYNCHRO SYSTEM, LLC, a Company organized and existing under the laws of the Texas, with its head office located at 5936 Mossbrook Tr, Dallas, Texas 75252 and the USER.
ZYNCHRO is a trademark existing and registered. ZYNCHRO SYSTEM, LLC, is the owner to all rights of the computer software and related application that can be used by the USER under the common understanding of Software as a Service, under the conditions set forth in this Agreement. United States of America copyright laws and international treaties protect the Software and Application developed, therefore must be treated like any other copyrighted material.
By entering this agreement the USER accepts that ZYNCRHO SYSTEM, LLC hereby grants a non-exclusive authorization to use the software and the resulting application, subject to the terms and conditions hereinafter set forth and grant the USER a non-exclusive permission to use the application on one single player or device. This use is not transferable to any other party or contract.
For the use the software and application the USER shall pay an annual fee of $99.00 plus the applicable taxes.
Price may change, and is set by ZYNCRHO SYSTEM, LLC with no previous notice.
The User must activate the Application before its use, therefore it is the USER responsibility to activate the Application, and must pay the annual fee on the date of purchase.
ZYNCHRO SYSTEM, LLC may change, modify or up grade, the software and resulting application, in any time and is not liable for any data loss of any material uploaded to the application or related to the use of the application or software.
The USER hereby warranties that any material uploaded or used in relation or with the software and application, are Licensed Materials, and its used under the sole and only responsibility of the USER, therefore will not infringe any existing copyright, trade secret, patent or trademark rights of any third party.
ZYNCHRO SYSTEM, LLC shall have the right to immediately terminate this agreement if USER fails to perform any obligation acquired under the terms of this agreement, specially if there is any kind infringement of any existing copyright, trade secret, patent or trademark rights of any third party. USER agrees to indemnify and hold harmless ZYNCHRO SYSTEM, LLC and its subsidiaries or affiliates under its control, and their directors, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim that USER has used or is in possession of any data uploaded or used in connection to the Software and Application which infringes or violates the copyright, trade secret or other proprietary right of any third party. ZYNCHRO SYSTEM, LLC shall defend and settle at its sole choosing all suits or proceedings arising out of the foregoing, all of which will be reimbursed by USER.
ZYNCHRO will operate with the material, media or photographs introduced, programmed or up loaded by the USER, which under this agreement includes a 75GB annual transfer, and for any additional a needs, the user shall pay a $9.00 fee for any additional 10 GBs blocks annually.
Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of the other party, which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive the cancellation or other termination of this Agreement.
Unless otherwise expressly stated herein, ZYNCHRO SYSTEM, LLC shall not be liable if the USER decides to end the use of the Software and resulting Application, before the due date of the annual payment, or for any consequential damages arising out of breach of this Agreement.
This Agreement shall be governed by and construed under the laws of the State Texas, and the parties consent and agree that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the city of Dallas in the State of Texas.
The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.

Zynchro System LLC is a Digiworks Company